TIDMINSG
RNS Number : 7508S
Insig AI Plc
18 November 2021
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014. It forms part of United Kingdom
domestic law by virtue of the European Union (Withdrawal) Act 2018.
Upon the publication of this announcement, this inside information
is now considered to be in the public domain.
18 November 2021
Insig AI plc
("Insig AI" or the "Company")
Acquisition of FDB Systems Limited,
Issue of Consideration Shares and Total Voting Rights
Insig AI plc (AIM: INSG), the data science and machine learning
solutions company serving the asset management industry, is pleased
to announce it has entered into a conditional share purchase
agreement to acquire the entire issued share capital of FDB Systems
Limited ("FDB Systems") (the "Acquisition").
FDB Systems specialises in the collection and structuring of
financial market data for investors and other capital markets
participants. Integrating FDB Systems' data ingestion and
structuring technology with Insig AI's storage, visualisation and
machine learning optimisation capabilities will allow the Company
to offer a complete end-to-end financial data solution to its
customers. For more than 18 months, Insig AI has been a customer of
FDB Systems and therefore has a close appreciation of its recent
revenue growth and prospects.
About FDB Systems
FDB Systems, headquartered in London, was founded in 2019 to
provide data and data solutions to hedge funds, asset managers, and
private market investors. FDB Systems specialises in structuring
data, which is the process of transforming raw data so that it can
be more easily and effectively used as an input to machine
learning, data science and AI processes. In addition, FDB Systems
owns FilingDB. FilingDB is the first productised source of global
company filings optimised for Natural Language Processing ("NLP")
use cases. FilingDB aggregates, parses and structures information
including annual reports, interim reports and press releases
enabling users to access relevant data more easily.
The unaudited accounts of FDB Systems for its financial year
ended 30 April 2021 show revenue of GBP63,000 and loss before tax
of GBP48,000. For the six months to 31 October 2021, the draft
unaudited management accounts of FDB Systems show revenue of
GBP127,000 and a loss before tax of GBP25,000. The unaudited cash
balance of FDB Systems as at 31 October 2021 was GBP147,000. FDB
Systems currently has six full time employees and two part time
employees. For the calendar year to 31 December 2022 ("CY22"), FDB
Systems is forecasting third party revenues of GBP0.9 million and
GBP1.7 million for the year ending 31 December 2023. These revenue
targets form the basis of the deferred consideration thresholds, as
detailed in the section below.
FDB Systems is expected to generate a small operating profit in
the calendar year to 31 December 2021 which is forecast to grow
strongly as revenues increase in CY22 and beyond.
Terms of the Acquisition
The Company will pay to the selling shareholders up to GBP10.0
million comprising:
- GBP0.3 million initial cash consideration payable on completion;
- GBP3.7 million initial equity consideration comprising
7,022,471 new ordinary shares of 1 pence each in Insig AI
("Ordinary Shares") at a price of 52.688 pence per share, being the
volume weighted average price of the Ordinary Shares over the 30
business days preceding the signing of the conditional share
purchase agreement on 17 November 2021 ("the VWAP") (the "First
Consideration Shares") and deferred consideration based on revenue
projections comprising:
o Year one deferred cash consideration of up to GBP0.76 million
and deferred equity of up to 4,251,442 Ordinary Shares (equating to
up to GBP2.24 million based on the VWAP) conditional upon minimum
revenue of GBP0.9 million being generated by FDB Systems during the
12 month period from 1 January 2022 to 31 December 2022; and
o Year two deferred cash consideration of up to GBP0.9 million
and deferred equity of up to 3,985,727 Ordinary Shares (equating to
up to GBP2.1 million based on the VWAP) conditional upon minimum
revenue of GBP1.7 million being generated by FDB Systems during the
12 month period from 1 January 2023 to 31 December 2023.
Based on this revenue forecast for the year ending 31 December
2023, FDB Systems is being acquired on just under six times third
party revenues.
Should audited third party revenues fail to exceed 75% of
target, no more than 33% of deferred consideration will be paid. If
audited third party revenues fail to exceed 50% of target, no
deferred consideration will be payable.
The Acquisition is conditional upon admission of the First
Consideration Shares to trading on AIM. The Acquisition will
constitute a substantial transaction under the AIM Rules for
Companies and will be funded out of existing cash resources.
Steven Cracknell, Insig AI CEO, said:
"Our clients and our sales prospects are clear: access to
structured data fast tracks our sales process. FDB Systems has
world-class technology to ingest and make sense of the huge
quantity of text-based disclosures and information available, which
is otherwise very unstructured and difficult to access. Combining
its technology with our machine learning and analysis tools creates
a world-leading aggregator of ESG information.
"Using our BERT-based NLP classifiers and easy to use web tools,
we can now provide a total solution to fund managers that makes it
simple for them to interrogate the vast volume of available ESG
data but which is difficult to access with any transparency. Rather
than analyse each prospect's portfolio piecemeal, now being able to
cover a broad universe of companies will enable us to shorten the
duration of demonstrating results.
"Having worked with the FDB Systems team led by Simon Mahony for
some time, we are delighted to be integrating them fully into Insig
AI. As well as complementary and synergistic benefits, we will now
be able to access FDB Systems' client list and growth."
Simon Mahony, FDB Systems CEO, said:
"Over the year and a half that we've been working with Steve and
the team at Insig, we've seen first-hand the quality of the team
and technology that they've put together. We are delighted to be
combining with them when our businesses are so clearly
complementary and where the opportunity in front of us is so
compelling."
Total voting rights
Application has been made to the London Stock Exchange for
admission of securities in respect of the First Consideration
Shares. It is expected that admission of the First Consideration
Shares to trading on AIM will become effective on 23 November 2021
("Admission").
Following Admission, the total number of ordinary shares and
voting rights in the Company will be 105,675,645. The Company does
not hold any shares in treasury.
The above figure may be used by shareholders in the Company 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 share capital of the Company under the FCA's
Disclosure and Transparency Rules.
Insig AI Plc Via SEC Newgate
Steve Cracknell, CEO
Zeus Capital Limited (Nominated Adviser
& Broker)
David Foreman / James Hornigold / Danny
Philips +44 (0) 203 829 5000
SEC Newgate (Financial PR) +44 (0) 7540 106 366
Robin Tozer / Tom Carnegie / Richard insigai@secnewgate.co.uk
Bicknell
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ACQDGBDBBDBDGBR
(END) Dow Jones Newswires
November 18, 2021 02:00 ET (07:00 GMT)
Ultimate Sports (LSE:USG)
Gráfico Histórico do Ativo
De Jan 2025 até Fev 2025
Ultimate Sports (LSE:USG)
Gráfico Histórico do Ativo
De Fev 2024 até Fev 2025
