i-nexus Global PLC Proposed Cancellation of Admission to Trading

RNS Number : 5921N

i-nexus Global PLC

26 November 2024

 

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

26 November 2024

i-nexus Global plc

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

Proposed Voluntary Cancellation of Admission to Trading on AIM

Re-Registration as a Private Limited Company & Adoption of New Articles of Association

Publication of Circular and Notice of General Meeting

i-nexus Global plc (AIM: INX), a leading provider of cloud-based Strategy software solutions designed for the Global 5000, announces the proposed cancellation of its ordinary shares of £0.10 each in the Company ("Ordinary Shares") to trading on AIM ("Cancellation"), the proposed re-registration as a private company ("Re-Registration"), the proposed adoption of new articles of association (the "New Articles") and the conditional removal from the Convertible Loan Notes of the covenant given by the Company that it shall ensure its securities are admitted to trading on AIM (the "Convertible Loan Notes Amendment" and, together with the Cancellation and Re-Registration and the New Articles, the "Proposals").

Following a prolonged period of weak share price performance and low liquidity in the Company's Ordinary Shares, coupled with the strategic focus on achieving profitability and enhancing stability, the Board has conducted an extensive review of the benefits and drawbacks to the Company retaining the admission of its Ordinary Shares to trading on AIM.

The Board believes that the Cancellation is in the best interests of the Company and its shareholders as a whole. Further details of the background to and reasons for the Proposals and other matters are set out in Appendix I to this announcement (the "Announcement"), which contains extracts from the circular to shareholders (the "Circular" or the "Document"). References to 'this Document' refer to the Circular.

The Company has secured support for the Cancellation from shareholders representing 59.8 per cent. of the existing Ordinary Shares, including irrevocable undertakings from shareholders holding 36.4 per cent. of the existing Ordinary Shares.

Richard Cunningham, Chairman of i-nexus, commented:  "Following a prolonged period of weak share price performance and low liquidity in the Company's Shares, coupled with the strategic focus on achieving profitability and enhancing stability, the Board has conducted an extensive review of the Company's AIM listing and believes that it is in the best interests of the Company and our shareholders to delist and re-register as a private limited company.

With limited sales and marketing budget, the Company has secured 24 new logos over the past three years, a large percentage of those customers are growing their usage of the i-nexus software and have the potential for further expansion. The Directors are confident that the strength of the existing product suite, customer base, partner network and this growing market backdrop provides a solid basis on which to build.  In order to accelerate customer acquisition and adoption, the Directors have agreed a three-year plan, with the ambition to deliver solutions that equip thousands of organisations to seamlessly create, plan and execute their strategies.

The Directors believe the Cancellation will enable greater focus on these strategic initiatives and increased financial stability, providing the platform to deliver on the growth strategy."

The Circular will be published on the Company's website www.i-nexus.com/company/investor-center and will be sent to shareholders today, setting out the background to and reasons for the Proposals. Extracts from the Circular are included in Appendix I of this Announcement and shareholders are recommended to read this Document as a whole. The Company is seeking shareholder approval for the Cancellation, Re-Registration and adoption Aof the New Articles at a general meeting of the Company, to be convened at 11.30 a.m. on 13 December 2024 to be held at Radcliffe Conference Centre, University Of Warwick, Scarman Road, Lakeside Village, Coventry, CV4 7SH (the "General Meeting").

The Cancellation resolution is conditional, pursuant to Rule 41 of the AIM Rules for Companies, upon the approval of shareholders holding not less than 75 per cent. of the votes cast by shareholders (whether present in person or by proxy) at the General Meeting, notice of which is set out in the Circular. The resolution to approve the Re-Registration and the adoption of the New Articles also requires the approval of not less than 75 per cent. of the votes cast by shareholders at the General Meeting.

If the Cancellation resolution is passed at the General Meeting, it is anticipated that Cancellation will become effective at 8.00 a.m. on 27 December 2024.

To facilitate future shareholder transactions in the Ordinary Shares, conditional upon the Cancellation resolution being passed, Asset Match Limited has been appointed to provide a Secondary Market Trading facility, which is expected to be available from 30 December 2024. Asset Match, a firm Authorised and Regulated by the Financial Conduct Authority (FRN 579310), will operate an electronic off-market dealing facility in the Ordinary Shares. This facility will allow existing shareholders of the Company and new investors to trade the Ordinary Shares by matching buyers and sellers through periodic auctions.

A copy of the Circular and the New Articles to be adopted will be made available later today on the Company's website at www.i-nexus.com.

Current Trading, Strategy & Prospects

The business continued to execute against its strategic objectives across FY24, winning new customers, expanding within existing accounts and developing the capabilities of its product offerings.

The strong growth in Monthly Recurring Revenues ("MRR") in the second half of the year, alongside the progress achieved in prior years, has provided protection to recurring revenue levels following the headwinds experienced during H1 due to churn within accounts controlled via a reseller of i-nexus software.

Importantly, the healthy levels of renewals within the direct customer base point to the continued value the Company's customers derive from its software whilst the cost saving initiatives implemented at the start of the period to protect the business from the loss of a legacy customer means trading losses have reduced significantly against prior period levels.

i-nexus continues to develop its core Workbench offering, targeting enhanced functionality to enable customers to extract additional value from the software. Alongside this has been the continued exploration of an additional adjacent offering, building on the Company's deep understanding of the strategy evolution and execution, with an extended period of valuable customer feedback being received via an initial proof of concept through the course of FY24.

Further information with regards to current trading, strategy and prospects can be found in Appendix I below and included in the Circular.

Expected Timetable of Principal Events

	2024*
Announcement of the proposed Cancellation pursuant to AIM Rule 41 and Re-Registration	7.00 a.m. on 26 November
Notice provided to the London Stock Exchange to notify it of the proposed Cancellation	26 November
Publication and posting of the Circular to shareholders	26 November
Latest time and date for receipt of Forms of Proxy for the General Meeting	11.30 a.m. on 11 December
Timing and date of General Meeting	11.30 a.m. on 13 December
Anticipated date to announce results of the General Meeting	13 December
Expected last day for trading of the Ordinary Shares on AIM	24 December
Secondary Market Trading Facility for Ordinary Shares commence	30 December
Expected date of Re-Registration as a private limited company	13 January 2025

* All times are references to London times. Each of the above times and dates is based on the Company's expectations as at the date of this Announcement. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by an announcement through a Regulatory Information Service. The timetable assumes that there is no adjournment of the General Meeting. If there is an adjournment of the General Meeting, all subsequent dates are likely to be later than those shown.

The above summary should be read in conjunction with the full text of this Announcement and the Circular, extracts from which are set out in Appendix I below. Please refer to Appendix I to this Announcement which sets out further details of the Proposals, as extracted from the Circular.

Unless otherwise stated, capitalised terms in this Announcement have the meanings ascribed to them in Appendix II to this Announcement and in the Circular.

 

For further information please contact:

i-nexus Global plc Simon Crowther, CEO Drew Whibley, CFO	Via: Alma
Singer Capital Markets (Nominated Adviser and Broker) Sandy Fraser / Alex Bond (Investment Banking)	Tel: [phone]
Alma Strategic Communications Caroline Forde / Robyn Fisher	Tel: [phone]

 

About i-nexus Global plc

i-nexus Global plc ("i-nexus") helps companies accelerate business outcomes through robust strategic planning, predictable project portfolio delivery, and real-time performance tracking to ensure results are achieved. I-nexus' strategy applications replace spreadsheets and presentations with a single application that promotes collaboration, alignment, and communication in the pursuit of improved business outcomes, while providing resource and accompanying cost efficiencies.

Today, we support organisations in managing over 200,000 strategic programmes around the world.

 

 

APPENDIX I

Proposals for:

Cancellation of admission of Shares to trading on AIM

Re-Registration as a private limited company and adoption of New Articles

Amendments to the Convertible Loan Notes

and

Notice of General Meeting

1.    Introduction

As announced by the Company today, the Directors have concluded that it is in the best interests of the Company and its Shareholders to cancel the admission to trading of the Shares on AIM and re-register the Company as a private limited company and adopt the New Articles.

This Document explains the background to and reasons for the Proposals and includes the notice of the General Meeting at which the relevant Resolutions will be proposed.

Under the AIM Rules, the Cancellation requires the expiration of a period of not less than 20 clear Business Days from the date on which notice of the intended Cancellation is notified via a Regulatory Information Service and is given to the London Stock Exchange. Pursuant to Rule 41 of the AIM Rules, the Directors have notified the London Stock Exchange of the date of the proposed Cancellation. Subject to the passing of Resolution 1, Cancellation will occur no earlier than five clear Business Days after the General Meeting and it is therefore expected that trading in the Shares on AIM will cease at the close of business on 24 December 2024, with Cancellation expected to take effect at 8.00 a.m. on 27 December 2024.

Each of the Cancellation, the Re-Registration and adoption of the New Articles are conditional on the Resolutions being passed at the General Meeting to be held at Radcliffe Conference Centre, University Of Warwick, Scarman Road, Lakeside Village, Coventry CV4 7SH. The notice of the General Meeting at which the Resolutions will be proposed is set out at the end of this Document.

2.    Background to, and reasons for, the Cancellation and Re-Registration

Following a prolonged period of weak share price performance and low liquidity in the Company's Shares, coupled with the strategic focus on achieving profitability and enhancing stability, the Board has conducted an extensive review of the benefits and drawbacks to the Company retaining the admission of the Shares to trading on AIM. The Board believes that the Cancellation is in the best interests of the Company and its Shareholders as a whole. In reaching this conclusion, the Board has considered the following key factors:

·    Cost of holding an AIM listing: The considerable cost associated with maintaining the admission of the Shares (such as nominated adviser and broker fees, London Stock Exchange fees and the costs associated with being a quoted company in having perceived higher level of corporate governance and audit scope) are, in the Board's opinion, disproportionately high, compared to the benefits. The Board has identified circa £250,000 of direct costs related to maintaining the admission that will be saved within the first full year after Cancellation, providing an extended cash runway to capitalise on the expanding market opportunity.

·    Regulatory and time burden related to AIM listing: the Board further believes that the considerable amount of management time and regulatory burden associated with maintaining the Company's admission to trading on AIM are, in the Board's opinion, disproportionate to the benefits to the Company. The Directors believe the time savings associated with the Cancellation and Re-Registration could be better utilised for the benefit of the Company and value creation for its Shareholders.

·    Market capitalisation not reflective of progress and prospects: the Directors believe that the current market capitalisation of the Company does not reflect the quality of the Company's product suite, the expertise within the staff, the quality of the customer base nor the underlying prospects for the business, together representing a barrier to future growth and funding opportunities. Consequently, the Directors are of the view that, as a private company, the Company would, in the future, be able to realise a greater valuation for the business as a whole, which would serve the best interests of its Shareholders;

·    Current challenges regarding liquidity: the Directors believe that the current levels of liquidity in trading of the Company's Shares on AIM do not, in itself, offer investors the opportunity to trade in meaningful volumes or with the frequency afforded by an active market.

·    Support for delisting from largest Shareholders: the Company has secured support for the Cancellation from Shareholders representing 59.8 per cent. of the existing Shares, including irrevocable undertakings from Shareholders holding 36.4 per cent. of the existing Shares. Further details can be found in section 11 of this Appendix I.

Following careful consideration, the Directors believe that it is in the best interests of the Company and Shareholders as a whole to seek the Cancellation and Re-Registration at the earliest opportunity.

Following the Cancellation and Re-Registration, the Company will continue to review the structure and composition of the business, the Board and the executive management team, to ensure the optimal corporate structure is in place to support the long-term success of the Company.

3.    Principal effects of the Cancellation and Re-Registration

The Company welcomes all Shareholders who wish to remain Shareholders of the Company in the event of Cancellation. However, the Directors are aware that certain Shareholders may be unable, or unwilling, to hold Shares in a private company in the event that the Cancellation is approved and becomes effective. Such Shareholders may consider selling their Shares in the market prior to the Cancellation becoming effective. Alternatively, should the Cancellation become effective, the Company has arranged for Asset Match to provide a Secondary Market Trading Facility to facilitate the buying and selling of Shares by Shareholders and new investors by matching buyers and sellers through periodic auctions.

Under the AIM Rules, the Company is required to give at least 20 clear Business Days' notice of the Cancellation. Additionally, the Cancellation will not take effect until at least five clear Business Days have passed following the passing of Resolution 1. If Resolution 1 is passed at the General Meeting, it is proposed that the last day of trading in the Shares on AIM will be 24 December 2024 and that the Cancellation will take effect at 8.00 a.m. on 27 December 2024.

The principal effects of the Cancellation and Re-Registration will be that:

·    Shareholders will no longer be able to buy and sell Shares through a public stock market, further reducing the liquidity in the Shares;

·    whilst the Shares will remain freely transferable, it is possible that the liquidity and marketability of the Shares will, in the future, be even more constrained than at present and the value of such Shares may be adversely affected as a consequence;

·    in the absence of a formal market and quote, it may be more difficult for Shareholders to determine the market value of their investment at any given time even with a Secondary Market Trading Facility available to all Shareholders and investors;

·    the Company will no longer be required to announce material events or full year or interim results through a regulatory news service, although the Company may continue to release important news through its website, Asset Match's website and through Board and investor meetings;

·    the Company upon the Cancellation becoming effective, will no longer be required to, but may choose to, comply with many of the corporate governance requirements applicable to companies whose shares are traded on AIM;

·    the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AIM will no longer apply;

·    the Company will no longer be subject to the Disclosure Guidance and Transparency Rules and will therefore no longer be required to disclose significant shareholdings in the Company;

·    the levels of disclosure and corporate governance within the Company may not be as stringent as for a company quoted on AIM;

·    the Company will no longer be subject to UK MAR regulating inside information and other matters;

·    the Company will no longer be subject to the AIM Rules, with the consequence that the Shareholders will no longer be afforded the protections provided by the AIM Rules. Such protections include a requirement to obtain shareholder approval for reverse takeovers and fundamental changes in the Company's business and to announce, inter alia, certain substantial and/or related party transactions;

·    the Company will cease to have an independent nominated adviser and broker;

·    Shareholdings remain in CREST and can be traded through the Secondary Market Trading Facility during normal business hours via a UK regulated stockbroker;

·    stamp duty will be due on transfers of shares and agreements to transfer shares unless a relevant exemption or relief applies to a particular transfer;

·    the Cancellation may have taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser.

·    a public company is required to file its accounts within six months following the end of its financial year and then to circulate copies of the accounts to Shareholders. Following the Re-Registration and the adoption of the New Articles, the period for the preparation of the accounts is extended to nine months following the end of the financial year. The Company will still be required to circulate accounts to Shareholders (although the period for doing so is extended for private companies);

·    a public company is required to hold an annual general meeting of Shareholders each year, whereas a private company is not. Therefore, following the Re-Registration and the adoption of the New Articles the Company will not hold annual general meetings. In addition, after the Re-Registration, resolutions of the Shareholders may be obtained via written resolutions, rather than via general meetings. This is done by obtaining the approval in writing to that resolution of the holders of a majority of voting shares then in issue (in the case of ordinary resolutions) and the holders of at least 75 per cent. of the voting shares then in issue (in the case of special resolutions);

·    the New Articles will not include provisions requiring the directors of the Company to retire by rotation at least every three years. In addition, the New Articles will not require any director appointed by the Board to be re-elected by the Shareholders at the next annual general meeting following their appointment, as is currently required;

·    as a public company, there are restrictions on the ability of the Company to issue new shares, for example, by requiring the Company to obtain a valuation report in the case of shares issued for non-cash consideration. These restrictions will not apply following the Re-Registration and adoption of the New Articles;

·    as a public company, the Company is currently prohibited from performing actions which constitute financial assistance for the acquisition of its own Shares. This limits the ability of the Company to engage in certain transactions. However, following the Re-Registration, these restrictions will no longer apply. In addition, the Company must currently obtain the sanction of the Court prior to any reduction of capital, which can be a lengthy and expensive process. However, following the Re-Registration, the Company will be able to take advantage of more flexible provisions applicable to private companies, which do not require the approval of the Court; and

·    there is no requirement for a private company to appoint a company secretary, although the Company may retain/appoint one should it wish.

The above considerations are not exhaustive, and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.

For the avoidance of doubt, the Company will remain registered with the Registrar of Companies in England and Wales in accordance with, and subject to, the Act, notwithstanding the Cancellation and Re-Registration.

4.    Cancellation process

Under Rule 41 of the AIM Rules, it is a requirement that the Cancellation must be approved by not less than 75 per cent. of votes cast by Shareholders at a general meeting. In addition, any AIM quoted company that wishes for the London Stock Exchange to cancel the admission of its shares to trading on AIM is required to notify shareholders and to separately inform the London Stock Exchange of its preferred cancellation date at least 20 clear Business Days prior to such date. In addition, a period of at least five clear Business Days following Shareholders' approval of the Cancellation is required before the Cancellation may become effective.

Accordingly, this Document includes a notice to convene the General Meeting which is set out at the end of this Document and requests Shareholders to vote on the Cancellation. In addition, the London Stock Exchange has been notified of the Company's intentions, subject to Resolution 1 being passed at the General Meeting to cancel the Company's admission of its Shares to trading on AIM on 24 December 2024.

If Resolution 1 is passed at the General Meeting, it is expected that the last day of trading in Shares on AIM will be 24 December 2024 and that the Cancellation will take effect at 8.00 a.m. on 27 December 2024.

Following the Cancellation, there will be no market facility for dealing in the Shares (save in respect of the Secondary Market Trading Facility described below in section 5, which will provide a limited mechanism to facilitate the trading of Shares off-market) and no price will be publicly quoted for the Shares.

5.    Transactions in Shares prior to and following Cancellation

Prior to Cancellation

Shareholders should note that they are able to continue trading in the Shares on AIM prior to the date of the Cancellation.

Dealing and settlement arrangements following Cancellation

The Board is aware that the proposed Cancellation, should it be approved by Shareholders at the General Meeting, would make it difficult for Shareholders to buy and sell Shares should they wish to do so. Accordingly, the Company intends to introduce a Secondary Market Trading Facility for the Shares, to help facilitate purchases or sales of shares once it is a private company. This flexibility is so that Shareholders have the option to sell their Shares should they wish to do so but do not need to make that decision immediately.

The Secondary Market Trading Facility will be provided by Asset Match, which is authorised and regulated by the Financial Conduct Authority (FRN 579310). Further details of the Secondary Market Trading Facility can be found at www.assetmatch.com. This facility will allow existing Shareholders and new investors to trade Shares by matching buyers and sellers through periodic auctions. Investors are encouraged to register on www.assetmatch.com and add i-nexus to their 'Watchlist' to continue to receive Company updates and auction/price information.

Shareholders wishing to trade these securities can do so through their stockbroker. The Asset Match trading facility operates under its own code of practice which governs the behaviour of participants and the running of the periodic auctions. Asset Match operates an open auction system where volumes of bids and offers at different prices are displayed in an order book on its website together with the closing date of the auction. At the end of each auction period, Asset Match passes this information through a non-discretionary algorithm that determines a "market-derived" share price based on supply and demand and allocates transactions accordingly. Bids and offers may be made and withdrawn at any time before the closing date of each auction.

Shareholders will continue to be able to hold their Shares in uncertificated form (in CREST) and should check with their existing stockbroker whether they are willing or able to trade in unquoted shares. Shareholders wishing to trade shares through Asset Match must do so through a stockbroker. A comprehensive list of stockbrokers who have signed up to access the Asset Match platform is available on request from Asset Match.

Full details will be made available to Shareholders on the Company's website at www.i-nexus.com and directly by letter or e-mail (where appropriate). Shareholders may contact Asset Match in relation to any queries regarding trading via the secondary market trading facility by emailing [e-mail].

The Secondary Market Trading Facility is expected to be available for a period of at least one year after Cancellation. The Directors' current intention is that it will continue beyond that time but Shareholders should note that it could be withdrawn and therefore inhibit the ability to trade the Shares. Further details will be communicated to the Shareholders at the relevant time.

Shareholders are invited to retain their Shares in the Company, but are welcome to participate in the quarterly auctions under the Secondary Market Trading Facility operated by Asset Match, which will allow Shareholders to sell down their holdings should they wish to do so.

The Company expects the Secondary Market Trading Facility to be available for Shareholders who wish to sell their Shares to make that instruction from 30 December 2024, with the first auction closing on 14 February 2025 followed by quarterly auctions thereafter.

6.    Re-Registration

The Board believes that the requirements and associated costs of the Company maintaining its public company status are overly burdensome and that the Company will benefit from the more flexible requirements and efficiencies associated with private limited company status. It is therefore proposed to re-register the Company as a private limited company. In connection with the Re-Registration, it is proposed that the New Articles be adopted to reflect the Company's change in status to a private limited company. The principal effects of the Re-Registration and adoption of the New Articles are summarised above. A copy of the New Articles can be found within the Shareholder Circular.

The Re-Registration requires the approval of not less than 75 per cent. of the votes cast by Shareholders at the General Meeting,

Subject to, and conditional on, the Cancellation and the passing of Resolution 2, application will be made to the Registrar of Companies for the Company to be re-registered as a private limited company. Re-Registration will take effect when the Registrar of Companies issues a certificate of incorporation on Re-Registration. The Registrar of Companies will not issue the certificate of incorporation on Re-Registration until the Registrar of Companies is satisfied that no valid application can be made to cancel the resolution to re-register the Company as a private limited company. For the avoidance of doubt, the Company will also continue to be bound by the Act following the Cancellation.

If the Resolutions are passed at the General Meeting, it is anticipated that the Re-Registration will become effective before the end of January 2025.

7.    Board composition and provision of information following the Cancellation

Although any Board changes have not yet been determined, the composition of the Board is expected to change shortly after Cancellation and the Re-Registration so that it is appropriate for a private company of its size.

The Company currently intends to continue to provide certain information, services and facilities to Shareholders following the Cancellation.

The Company will continue to communicate information about the Company (including annual accounts) to its Shareholders, as required by the Act. It also currently intends to maintain its website (www.i-nexus.com) and to post periodic updates for investors on the business and key developments for a period of 12 months following the Cancellation, although Shareholders should be aware that there will be no obligation on the Company to include all of the information required under the Disclosure Guidance and Transparency Rules, UK MAR or the AIM Rules, nor to update its website as currently required by the AIM Rules.

The Board intends to retain the Company's Remuneration and Nomination Committees following the Cancellation.

8.    Amendments to the Convertible Loan Notes and Related Party Transaction

Upon Cancellation, the Convertible Loan Notes will need to be amended to remove references to the covenant that is given by the Company in the Convertible Loan Notes to its securities continuing to be admitted to trading on AIM. The Company has received signed written resolutions from a sufficient number of the holders of the Convertible Loan Notes to undertake the Convertible Loan Notes Amendments, which are conditional on and shall take effect from Cancellation.

Other than the Convertible Loan Notes Amendments, the terms of each of the Convertible Loan Notes shall remain unchanged.

Richard Cunningham, Non-Executive Chairman and Director of the Company holds Convertible Loan Notes with an aggregate par value of £318,000 and Herald Investment Management Limited, a "Substantial Shareholder" for the purposes of the AIM Rules, holds Convertible Loan Notes with an aggregate par value of £1,670,000. Accordingly, the Convertible Loan Notes Amendments constitute a related party transaction under Rule 13 of the AIM Rules.

The Directors, other than Richard Cunningham consider, having consulted with Singer Capital Markets (the Company's nominated adviser), that the Convertible Loan Notes Amendments are fair and reasonable in so far as the Shareholders are concerned.

9.    Application of the Takeover Code following the Cancellation and Re-Registration

Shareholders should note that the Takeover Code will continue to apply to the Company following the Cancellation and Re-Registration for a period until 2 February 2027 and, so therefore the Shareholders will remain entitled to the protections afforded to them by the Takeover Code, provided the Company continues to have its place of central management and control in the UK, the Channel Islands or the Isle of Man.

Brief details of the Takeover Code, the Panel and the protections given by the Takeover Code are as follows:

·    The Takeover Code is issued and administered by the Panel. The Company is a company to which the Takeover Code applies and Shareholders are accordingly entitled to the protections afforded by the Takeover Code.

·    The Takeover Code and the Panel operate principally to ensure that shareholders in companies to which the Takeover Code applies are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders of the same class are afforded equivalent treatment by an offeror. The Takeover Code also provides an orderly framework within which takeovers are conducted. It is designed to promote, in conjunction with other regulatory regimes, the integrity of the financial markets.

·    The Takeover Code is based upon a number of General Principles which are essentially statements of standards of commercial behaviour. These General Principles are set in Part 1 of Appendix A within the Shareholder Circular. The General Principles apply to all transactions with which the Takeover Code is concerned. They are expressed in broad general terms and the Takeover Code does not define the precise extent of, or the limitations on, their application. They are applied by the Panel in accordance with their spirit to achieve their underlying purpose.

·    In addition to the General Principles, the Takeover Code contains a series of rules, of which some are effectively expansions of the General Principles and examples of their application and others are provisions governing specific aspects of the takeover procedure. Although most of the rules are expressed in more detailed language than the General Principles, they are not framed in technical language and, like the General Principles, are to be interpreted to achieve their underlying purpose. Therefore, their spirit must be observed as well as their letter. The Panel may derogate or grant a waiver to a person from the application of a rule in certain circumstances.

·    Completion of the Cancellation and Re-Registration will not result, in itself, in the Company ceasing to be required to comply with the Takeover Code.

A summary of key points regarding the application of the Takeover Code to takeovers generally is set out in Appendix A to this Document. You are encouraged to read this information carefully as it outlines certain important protections which you will be giving up if you agree to the Cancellation and the Re-Registration, if/when the Company ceases to be subject to the Takeover Code in the future.

10.  Current Trading, Strategy and Prospects

The Company provides the following trading update for the financial year ended 30 September 2024 ("FY24"). It should be noted that these results are unaudited and that the Company does not plan to publish its accounts until after the General Meeting has been held and the Cancellation has become effective. The Board is considering whether the Company will undertake an audit of its accounts for FY24, on the basis of the exemption criteria, and will make a decision on this in early 2025. Shareholders will be notified of the Company's decision regarding the audit of its FY24 accounts via a formal announcement on the Company's website.

These headline results are accurate to the best of the knowledge and belief of the Directors but without having been audited and should therefore be reviewed in that context.

Overview

The business continued to execute against its strategic objectives across FY24, winning new customers, expanding within existing accounts and developing the capabilities of its product offerings.

The strong growth in Monthly Recurring Revenues ("MRR") in the second half of the year, alongside the progress achieved in prior years, has provided protection to recurring revenue levels following the headwinds experienced during H1 due to churn within accounts controlled via a reseller of i-nexus software.

Importantly, the healthy levels of renewals within the direct customer base point to the continued value the Company's customers derive from its software whilst the cost saving initiatives implemented at the start of the period to protect the business from the loss of a legacy customer means trading losses have reduced significantly against prior period levels.

i-nexus continues to develop its core Workbench offering, targeting enhanced functionality to enable customers to extract additional value from the software. Alongside this has been the continued exploration of an additional adjacent offering, building on the Company's deep understanding of the strategy evolution and execution, with an extended period of valuable customer feedback being received via an initial proof of concept through the course of FY24.

Trading

The Company has continued to successfully deliver a steady flow of new logos during FY24 with the addition of eight accounts (FY23: seven), generating £26k of combined MRR, each with expansion potential.

With reference to value, over 95 per cent. of direct customers renewed their contracts, reflecting the Company's continued focus on strong account management, and expanded the use of our software within nine accounts delivering £22k of MRR. Whilst the average value of these expansions was lower than prior years, the opportunity for further expansion exists in a large proportion of these accounts with the increase in volumes providing strong proof points for the software's ability to deliver value.

As previously announced at the half year, these new logo wins and account expansions have been offset by the loss of a substantial legacy customer, meaning MRR moderated to £246k at 30 September 2024 (30 September 2023: £289k, 31 March 2024: £227k), and revenue for the year totalled £3,276k (FY23: £3,528k).

Encouragingly, the business delivered half on half growth in MRR during H2 of 8 per cent., which was driven by a record five logos being signed in the final quarter of FY24, whilst a notable expansion opportunity was realised in the opening months of FY25 through a large US manufacturer taking the final step of their journey to an enterprise agreement, generating MRR of £3.5k in the process.

The careful management of costs following some of the headwinds experienced by the business during H1 has continued through the course of the year delivering a much-improved Adjusted EBITDA* loss for the period of £119k (FY23: £499k).

Cash

The Company closed FY24 with Group cash of £21k (FY23: £80k), with the end of the financial year typically representing a cash low point for the business given the seasonality in cash flows arising from the timing of invoicing and collection of the Company's recurring revenue, the majority of which is billed during Q1 and Q2. The Group's net cash balance as at close of business on 25 November 2024 was £168k. The Company expects to receive significant annual licence fee receipts through the course of December, including over £500k from its largest customer.

Cash Flow

The Directors conducted a comprehensive review of the Group's forecast and projections including a scenario testing exercise. This exercise comprised the preparation of detailed cash flow forecasts that account for current and anticipated economic conditions over the next twelve months, incorporating assumptions related to the sales pipeline, projected revenues, and costs, with various scenarios designed to reflect growth plans, opportunities, risks, and possible mitigating actions.

In addition to management's base case forecast, an extreme downside scenario was modelled, assuming that any increase in MRR during the period would be offset by non-renewals, resulting in a £290k annual reduction in total recurring and services revenue. In response to this scenario, the Group has identified potential management actions to mitigate the impact, particularly focusing on discretionary costs, alongside further contingency measures to ensure continued access to funds. These actions, together with the stability of the Group's recurring revenue base, constituting 90 per cent. of total revenue under multi-year contracts, provide the Directors with a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, being a period of at least twelve months from the date of this circular's publication. However, this scenario would significantly increase liquidity risk, particularly if any customers delay payments, and would constrain management's ability to focus on delivering its growth strategy and other key strategic initiatives. Nevertheless, based on current trading conditions, the extreme downside scenario is considered highly unlikely.

* Adjusted EBITDA excludes the impact of any impairment, loss on disposal of assets, share based payment expenses and non-underlying items.

If the Cancellation is unsuccessful, the strain on available cash resources would be heightened, requiring management to implement mitigating actions even under the base case forecast. Under the extreme downside scenario, additional measures beyond those already outlined would be necessary, further increasing liquidity risk and limiting the flexibility needed to execute the Group's strategic plans effectively. In such a scenario, the Directors recognise that securing additional working capital funding would likely be necessary to ensure the Company's operational continuity for at least twelve months from the date of this document's publication.

Strategy and prospects

i-nexus operates in a growing, global market, driven by factors such as the growth in hybrid or remote work, the need for data insights and the desire for AI assistance.

The Directors are confident that the strength of the existing product suite, customer base, partner network and this growing market backdrop provide a solid basis on which to build. With limited sales and marketing budget, the Company has secured 24 new logos over the past three years, a large percentage of those customers are growing their usage of the i-nexus software and have the potential for further expansion.

In order to accelerate customer acquisition and adoption, the Directors have agreed a three-year plan, with the ambition to deliver solutions that equip thousands of organisations to seamlessly create, plan and execute their strategies. This includes launching new products to extend the addressable market, some of which are already in development, establishing i-nexus as a go to provider for strategy best practice and leveraging multiple routes to market, including increased use of partners.

As detailed in section 2, the Directors believe the Cancellation will enable greater focus on these strategic initiatives and increased financial stability, providing the platform to deliver on the growth strategy.

11.  Shareholder Support

The Company has received irrevocable undertakings from Shareholders, including those Directors who directly or indirectly hold 10,761,691 Shares (representing approximately 36.4 per cent. of the existing Shares) to vote in favour of the Resolutions. These Shareholders have indicated they wish to continue to support the Company as ongoing Shareholders as a private limited company. They have therefore irrevocably undertaken to vote in favour of the Resolutions.

In addition, certain Shareholders, who in aggregate hold 6,922,537 Shares (representing approximately 23.4 per cent. of the Existing Shares), have provided written support to vote in favour of the Resolutions.

In total therefore, the Company has received support to vote in favour of the Resolutions at the General Meeting with respect to 17,684,228 Shares (representing, in aggregate, approximately 59.8 per cent. of the Existing Shares).

12.  General Meeting

In order to comply with the Act and the AIM Rules, the Cancellation, Re-Registration and adoption of the New Articles require the approval of Shareholders at a General Meeting of the Company. The Company is convening a General Meeting at 11.30 a.m. on 13 December 2024, to be held at Radcliffe Conference Centre, University Of Warwick, Scarman Road, Lakeside Village, Coventry CV4 7SH to consider and, if thought fit, pass the following resolutions as special resolutions:

·    to approve the Cancellation; and

·    to approve the Re-Registration and adoption of the New Articles.

For the Resolutions to be passed, as special resolutions not less than 75 per cent. of those Shareholders whose votes are cast at the General Meeting must be in favour of each of the Resolutions.

13.  Action to be taken

A Form of Proxy for use in connection with the General Meeting is enclosed with this Document. Whether or not you intend to be present at the General Meeting, you are requested to complete, sign and return the Form of Proxy in accordance with the instructions printed thereon to the Company's Registrars, as soon as possible and, in any event, not later than 11.30 a.m. on 11 December 2024, being 48 hours before the time of the General Meeting or, if the General Meeting is adjourned, no later than 48 hours (excluding non-business days) before the time for holding the adjourned meeting.

If you hold Shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Share Registrars Limited so that it is received no later than 48 hours (excluding non-business days) before the General Meeting or, if the General Meeting is adjourned, no later than 48 hours before the time for holding the adjourned meeting.

14.  Importance of Vote

If a sufficient percentage of Shareholders vote against Resolution 1, such that the resolution is not passed, then the Company would remain listed and continue to incur relevant costs, further depleting its available cash resources. Shareholders should be aware that, in such a scenario, the Board would need to carefully consider all available options at its disposal. Each of these options would likely be detrimental to the Company's operations and execution of its growth strategy, impacting the ability to realise a greater valuation for the business as a whole, which would serve in the best interests of Shareholders.

15.  Recommendations

The Board believes that the Proposals are in the best interests of the Company and its Shareholders as a whole, and unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting as they intend to do in respect of their own direct and indirect shareholdings of 2,131,575 Shares, representing approximately 7.2 per cent. of the Existing Shares.

If you are in any doubt as to the action you should take, you are recommended to seek your own independent advice.

Yours faithfully,

Richard Cunningham

Chairman

 

APPENDIX II

DEFINITIONS

"Act"	the Companies Act 2006, as amended from time to time;
"AIM"	AIM, the market operated by the London Stock Exchange from time to time;
"AIM Rules"	the "AIM Rules for Companies" published by the London Stock Exchange from time to time;
"Articles"	the articles of association of the Company, as amended from time to time;
"Asset Match"	Asset Match Limited (company registration number 07681197) whose registered address is New Broad Street House, 35 New Broad Street, London, EC2M 1NH;
"Board" or "Directors"	the board of directors of the Company as set out on page 5 of this Document;
"Business Day"	a day (excluding Saturdays, Sundays and public holidays in England and Wales) on which banks are generally open for the transaction of normal banking business in London and the London Stock Exchange is open for trading;
"Cancellation"	the cancellation of admission of the Shares to trading on AIM in accordance with Rule 41 of the AIM Rules, subject to the passing of Resolution 1;
"Company" or "i-nexus"	i-nexus Global plc, a company incorporated in England and Wales with registered number 11321642 and having its registered office at 27-28 Eastcastle Street, London, England, W1W 8DH;
"Convertible Loan Notes"	being (i) the convertible loan stock instrument dated 16 October 2020 as amended and restated from time to time, (ii) the convertible loan stock instrument dated 29 September 2021 as amended and restated from time to time and (iii) the convertible loan stock instrument dated 7 July 2023 as amended and restated from time to time;
"Convertible Loan Notes Amendments"	the conditional removal from the Convertible Loan Notes of the covenant given by the Company that it shall ensure its securities are admitted to trading on AIM as currently contained in the Convertible Loan Notes;
"CREST"	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations);
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (as amended);
"Disclosure Guidance and Transparency Rules"	the disclosure guidance and transparency rules made by the UK Financial Conduct Authority pursuant to section 73A of FSMA;
"Euroclear"	Euroclear UK & International Limited, the operator of CREST;
"Existing Shares"	the 29,571,605 existing Shares in the capital of the Company as at 25 November 2024, being the latest practicable date prior to the publication of this document;
"FCA"	Financial Conduct Authority of the United Kingdom including any replacement or substitute thereof, and any regulatory body or person succeeding, in whole or in part, to the functions thereof;
"Form of Proxy"	the form of proxy accompanying this Document for use by Shareholders relating to the General Meeting;
"FSMA"	the Financial Services and Markets Act 2000, as amended from time to time;
"General Meeting"	the general meeting of the Company convened for 11.30 a.m. on 13 December 2024, notice of which is set out at Part III of this Document, and including any adjournment(s) thereof;
"Group"	the Company and its subsidiaries;
"London Stock Exchange"	London Stock Exchange plc;
"New Articles"	the new articles of association of the Company to be adopted pursuant to the Resolutions, attached here as Appendix B;
"Panel"	the Panel on Takeovers and Mergers;
"Proposals"	the Cancellation, the Re-Registration and the adoption of the New Articles and the Convertible Loan Notes Amendments;
"Registrars"	Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX, the Company's registrar;
"Re-Registration"	the re-registration of the Company as a private limited company;
"Resolutions"	the resolutions to be proposed at the General Meeting which are set out in full in the Notice of General Meeting at Part III of this Document;
"Resolution 1"	Resolution 1 (Cancellation) as set out in the notice of the General Meeting;
"Resolution 2"	Resolution 2 (Re-Registration and adoption of New Articles) as set out in the notice of the General Meeting;
"Secondary Market Trading Facility"	the unregulated electronic trading platform operated by Asset Match to be put in place by the Company subject to the passing of the Resolutions;
"Singer Capital Markets"	Singer Capital Markets Advisory LLP of One Bartholomew Lane, London, EC2N 2AX;
"Shareholders"	holders of Shares;
"Shares"	the ordinary shares of ten pence each in the capital of the Company;
"Takeover Code"	the City Code on Takeovers and Mergers;
"this Document"	this Document, including the notice of General Meeting in Part III, and the enclosed Form of Proxy;
"UK MAR"	Regulation (EU) (No 596/2014) of the European Parliament and of the Council of 16 April 2014 on market abuse to the extent that it forms part of the domestic law of the United Kingdom including by virtue of the European Union (Withdrawal) Act 2018 (as amended by virtue of the European Union (Withdrawal Agreement) Act 2020); and
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland.

 

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