TIDMINSG
RNS Number : 4161W
Insig AI Plc
22 December 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.
22 December 2021
Insig AI plc
("Insig AI" or the "Company")
Interim Results
Insig AI plc the data science and machine learning group, is
pleased to announce its interim results for the six months ended 30
September 2021.
Highlights:
-- Company transformed by reverse takeover of AI/machine
learning business Insight Capital Limited. Repositioned as a SaaS
product business model from a pure technology consulting solutions
provider
-- Secured contract with Carval Investors L.P ("Carval") to
support its ESG Collateralised Loan Obligations fund launch
-- Group revenue of GBP0.9 million (H1 2020: GBP0.2 million)
-- Group operating loss pre-exceptional items of GBP0.5 million (H1 2020: GBP0.3 million loss)
-- Net cash at 30 September 2021 of GBP2.3 million, excluding
GBP0.7 million R&D tax credit received post period end
Post period-end:
-- Three contract wins, added further capability and data to
assist Royal London Asset Management
-- Appointment of Colm McVeigh as Chief Commercial Officer
-- Successful completion of acquisition of FDB Systems Limited
Commenting, Insig AI's Chief Executive Steve Cracknell said:
"Each month continues to be busier than the last and I fully expect
this to continue. Since 1 October, we have released Insig Portfolio
2, delivered our ESG scoring solution to Carval, appointed Colm
McVeigh as Chief Commercial Officer, completed the acquisition of
FDB and closed three new contract wins, two of which we have
already announced.
"I am pleased to report that both in the coming quarter and
beyond, I expect this momentum to build very significantly. We have
multiple opportunities: within the asset management industry, most
notably for our ESG data scoring, bespoke ESG solutions, corporate
sales and our data sourcing and machine learning analytics. Our
Portfolio Insights tool can now be incorporated into our ESG
solutions. We are also excited to progress our partnership revenue
share opportunities, where the scale of revenue streams can be a
multiple of a Software as a Service sale. Beyond the asset
management industry, the 4Bio contract win has shown that we are
able to apply our machine learning capabilities to other sectors.
In the New Year, I hope to be able to provide further evidence of
our ability to sell to another vertical. The coming quarter and
2022 should demonstrate our ability to secure multiple contract
wins, as we successfully leverage our machine learning technology
and exploit it, so it fuels fast growing and increasingly higher
margin revenues. I look forward to a very exciting 2022."
For further information, please visit www.insg.ai , or
contact:
Insig AI Plc Via SEC Newgate
Steve Cracknell, CEO
Zeus Capital Limited (Nominated Adviser
& Broker)
David Foreman / James Hornigold +44 (0) 203 829 5000
SEC Newgate (Financial PR) +44 (0) 7540 106
Robin Tozer / Tom Carnegie / Richard Bicknell 366
insigai@secnewgate.co.uk
Chairman's Statement
The period under review includes the new strategic focus on
artificial intelligence and machine learning, culminating with the
acquisition on 10 May 2021 of the entire issued share capital of
Insight Capital Partners Limited ("Insight").
Since becoming interim Chairman in mid-August, my immediate task
was to take stock of the business and to objectively assess its
strengths, opportunities, weaknesses, and threats. Very quickly, a
key priority emerged: to better commercialise the business. Insig
AI has a clear focus in terms of technology: data science and
machine learning. Its technology is strong and impressive. This is
a necessary condition for commercial success. However, without good
commercial structure and discipline, it is not a sufficient
condition. That is why the appointment in November of Colm McVeigh
as Chief Commercial Officer is so important. The business is
already benefiting from his experience, structure, and
professionalism.
Recently, Insig AI has demonstrated the quality of its client
base with important business wins including from global alternative
investment manager CarVal Investors L.P. ("CarVal") and Royal
London Asset Management. I believe that some context is important.
Insig AI is a relatively small team: the data science machine
learning is a team of just 32, with 23 focussed on product
delivery. Last year's pivot from consulting to developing product
led solutions with a robust technical infrastructure was essential.
The priority has now switched to converting this data
infrastructure into scalable revenues.
Since May, the business has been very largely focused on
delivering ESG scoring tools to support CarVal's risk scoring
methodology. Significant resources were deployed to ensure delivery
was achieved on time. CarVal's Clean Collateralised Loan Obligation
Product Line is a ground-breaking product. Insig AI can be proud
that it has a client of the calibre of CarVal.
Since the end of September, there have been further customer
wins. Last month, the business signed a proof-of-concept exercise
with a European asset manager with assets under management ("AUM")
of several billion Euros. Insig AI is using its machine learning
data and expertise to analyse and categorise the client's
portfolio. The objective is to use a combination of linear and
non-linear analysis methods to surface and understand relationships
within the client's investment datasets comprising approximately
2,000 companies.
Earlier this month, the business secured a five year "software
as a service" ("SaaS") agreement with 4BIO Partners LLP ("4BIO"), a
leading international venture capital fund targeting advanced
disease therapies. Using Insig AI's proprietary machine learning
classifiers, and its deep domain expertise, 4BIO will be able to
quickly analyse up to 32 million medical publications that contain
disease research to identify patterns and trends to inform future
investment decisions and venture creation. This contract win
demonstrates the scalability of our AI data solutions beyond the
asset management industry. The business is currently in discussions
with another vertical, which it is hoped will lead to a contract
win prior to our March year end.
I'm also pleased to report that recently, Insig AI has
successfully added further capability and data to assist Royal
London Asset Management, which has resulted in an expansion of our
hosted financial analysis solution with associated recurring
revenues.
Whilst it is widely accepted that contract wins of significant
size are rarely quick, it was apparent that in order to accelerate
that cycle, eliminating the wait to obtain a potential client's
portfolio associated data needed to be addressed. That is why the
FDB Systems Limited ("FDB") acquisition is important. FDB
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. Combining FDB's technology with our machine learning and
analysis tools creates a world-leading aggregator of ESG
information. Providing prospective customers with ESG tagged
structured data makes it more attractive and valuable, which we
believe will result in accelerated sales. With a fast-growing
client list, as well as cross-selling opportunities, we're excited
that FDB is now part of Insig AI. The integration of both the
business and the team is proceeding well.
Richard Bernstein
21 December 2021
Chief Executive's Review
During the period under review, we invested heavily in our data
infrastructure and product platform. This was to enable us to
produce and sell quality, scalable software solutions aimed at the
asset management industry. This was the basis of the reverse
takeover back in May and was consistent with our long-term strategy
to shift away from undertaking only high value technology solution
consulting engagements so that we could pivot to become a product
focussed business.
Historically, the business delivered strong and growing
consulting revenues. When clients buy consultancy services, they
are effectively buying into the people delivering the solution.
Software as a Service (SaaS) product sales however have a
completely different sales process. We have been building the
different skill sets and processes within the business which are
required to secure this stickier and more valuable revenue. These
include customer workshops, pre-proposals and proposals. Having
scalable offerings enables us to accelerate sales growth. This is
the right approach to build shareholder value.
The transition from providing pure technology consulting
solutions to becoming a SaaS product business model required a
strong technical infrastructure and sticky product offering to
underpin our future sales growth. As expected, this impacted short
term revenues, with during the period, core machine learning
business generating revenues of GBP0.2 million. Since the start of
our second half, in line with management expectations, we have
already seen much improved revenue, with the emphasis on SaaS
product sales. Securing SaaS contracts can take time, for a host of
reasons, but given tangible progress on several pipeline contracts
in recent weeks, I am confident that these will be secured early in
the New Year, as we see increasing interest in our ESG scoring and
data screening capabilities.
I am pleased to report that our projections for the coming
quarter and beyond, see a significant ramp up in revenues.
Recognising that our shareholders would like greater clarity on
Insig's penetration of and growth trajectory in our target markets,
as soon as the Company has secured some of these near-term
opportunities and has as expected, increased its base of run-rate
revenues and demonstrated a track record in converting
opportunities from initial conversations, through trials to initial
commercial agreements, we will be in a position to communicate the
size and value of our near term and longer term pipeline as well as
other related financial KPIs.
It is the Board's intention to release a year-end trading update
in April 2022 outlining what we believe to be the relevant KPIs for
Insig AI and how we aim to address each of them.
Including our Sport in Schools business, Group revenue was
GBP0.9 million and the operating loss for the period before
exceptional items which related to the cost of the reverse takeover
was GBP0.3 million. Whilst our core focus is on the machine
learning business, it is encouraging to note the resilience of the
Sports in Schools business and its operating profitability.
At 30 September 2021, net cash was GBP2.3 million. This excluded
a receipt of GBP0.7 million in relation to our R&D tax credit.
This was received after the period end.
It is rare for a business to be in the right place at the right
time. We are at the intersection of ESG and the AI market. The
demand for data driven tools has been further amplified by the
global focus on ESG investing and regulation.
As a tech company, we are well set up to enable our team to work
remotely. When Covid hit and lockdown was enforced, the transition
to home working appeared seamless. Whilst our machine learning
tools do not require personal interaction, when it comes to
creativity, we all benefit from not being confined to a virtual
means of communication. Whilst this is of course beyond our
control, I hope that 2022 will see a return to normality.
Having the necessary skills to take advantage of what the market
opportunity has to offer is essential. I am therefore delighted
that Colm is now our Chief Commercial Officer. He has already
demonstrated his worth, using techniques to better showcase our
technology, but crucially, other steps to both accelerate as well
as improve the likelihood of moving from product trials to
contracted revenues.
I am proud of the work that we have delivered to CarVal and I'm
hugely excited about supporting its business in 2022. This is a
huge and important opportunity for Insig AI. Whilst CarVal is
clearly a market leader, when it comes to ESG, the US market lacks
the appetite that we have seen in the UK, France and Germany.
Therefore, for 2022, these markets will be our geographical
focus.
In terms of personnel, we have a rich source of talent. However,
at 32, numerically, our team is small. In recent months, much work
has been done to focus our team and allocate our resources
efficiently. We have been putting the tools and people in place to
do so. I fully expect further hires will be required in due course
but will be muted in the second half of the year, whilst we focus
on converting the current pipeline. However, by the summer, we will
likely continue to expand assuming the business case supports
this.
Our objective and focus is clear. Revenue that is scalable,
repeatable, and growing aggressively. We are now well positioned to
deliver on this objective.
Current trading and outlook
Each month continues to be busier than the last and I fully
expect this to continue. Since 1 October, we have released Insig
Portfolio 2, delivered our ESG scoring solution to Carval,
appointed Colm McVeigh as Chief Commercial Officer, completed the
acquisition of FDB and closed three new contract wins, two of which
we have already announced.
I am pleased to report that both in the coming quarter and
beyond, I expect this momentum to build very significantly. We have
multiple opportunities: within the asset management industry, most
notably for our ESG data scoring, bespoke ESG solutions, corporate
sales and our data sourcing and machine learning analytics. Our
Portfolio Insights tool can now be incorporated into our ESG
solutions. We are also excited to progress our partnership revenue
share opportunities, where the scale of revenue streams can be a
multiple of a SaaS sale. Beyond the asset management industry, the
4Bio contract win has shown that we are able to apply our machine
learning capabilities to other sectors. In the New Year, I hope to
be able to provide further evidence of our ability to sell to
another vertical. The coming quarter and 2022 should demonstrate
our ability to secure multiple contract wins, as we successfully
leverage our machine learning technology and exploit it, so it
fuels fast growing and increasingly higher margin revenues. I look
forward to a very exciting 2022.
Steven Cracknell
21 December 2021
Consolidated statement of comprehensive income for the 6 months
ended 30 September 2021
Unaudited Unaudited
6 months 6 months
ended 30 ended 30
September September
2021 2020
GBP000 GBP000
Revenues from trading activity 896 196
Cost of revenues (477) (281)
419 (85)
Administrative expenses (2,215) (567)
Amortisation of intangible assets (204) -
Other operating income:
Realised gain on share investment 1,436 -
Coronavirus Job Retention Scheme and
local government grants 106 364
Operating loss from continuing activities (458) (288)
Finance income 4 1
Finance costs (15) -
Loss before exceptional item (469) (287)
Exceptional items - non- recurring
costs (375) -
----------- -----------
Loss before taxation (844) (287)
Taxation 194 -
----------- -----------
Loss after taxation from continuing
activities (650) (287)
Other comprehensive income - -
Total comprehensive loss (650) (287)
=========== ===========
Attributable to:
Owners of the company (663) (277)
Non-controlling interests 13 (10)
--------------------- ----------
(650) (287)
===================== ==========
Loss per share (basic and diluted)
Loss per share from continuing activities (0.0074)p (0.0069)p
Consolidated statement of financial position as at 30 September
2021
Unaudited Audited
At 30 September At 31 March
2021 2021
GBP000 GBP000
Non- current assets
Unlisted investments - 1,500
Goodwill and patents 26,677 60
Development costs 5,035 -
Property, plant and equipment 347 54
Total non-current assets 32,059 1,614
------------------ -------------
Current assets
Trade and other receivables 1,595 397
Cash and cash equivalents 2,274 935
------------------ -------------
Total current assets 3,869 1,332
------------------ -------------
Total assets 35,928 2,946
Current liabilities - due within 12
months
Trade and other payables 524 566
Leasing commitments 8 8
Convertible unsecured loan notes - 414
Bank loan - (unsecured) 36 36
------------------ -------------
Total current liabilities 568 1,024
------------------ -------------
Non-current liabilities - due after
12 months
Leasing commitments 296 38
Bank loan - (unsecured) 195 204
Deferred taxation 617 -
------------------ -------------
Total non-current liabilities 1,108 242
------------------ -------------
Total liabilities 1,676 1,266
NET ASSETS 34,252 1,680
================== =============
Equity
Share capital 3,040 2,480
Share premium 35,154 3,040
Merger reserve 976 326
Other reserves - 102
Retained earnings (4,865) (4,202)
Equity attributable to owners of the
company 34,305 1,746
Non-controlling interest (53) (66)
TOTAL EQUITY 34,252 1,680
================== =============
Consolidated statement of changes in equity for the 6 months
ended 30 September 2021
Unaudited Audited
6 months 15- month
ended period ended
30 September 31 March
2021 2021
GBP000 GBP000
Total equity at the beginning of the period 1,680 554
Issue of shares 33,131 2,063
Share issue costs (435) (22)
Share based payments - 23
Merger reserve on acquisition of Insig
Partners Limited 650 -
Equity component of convertible loan notes (124) 124
Loss for the period (650) (1,062)
Total equity at end of the period 34,252 1,680
============== ==============
Consolidated statement of cash flows for the 6 months ended 30
September 2021
Unaudited Unaudited
6 months 6 months
ended 30 ended 30
September September
2021 2020
GBP000 GBP000
Operating cash flow
Loss from continuing activities (844) (287)
Adjustments for:
Finance income (4) (1)
Finance expense 15 -
Share based payments -
Depreciation and amortisation 1,178 3
Working capital on susidiary acquisition (410) -
Realised gain on share investment (1,436) -
Operating cash flow before working capital
movements (1,501) (285)
Increase in receivables (105) (31)
Decrease in payables (42) (21)
Net cash absorbed by operations (1,648) (337)
-----------
Cash flow from investing activities
Development expenditure (1,182) -
Property, plant and equipment acquired (6) -
Finance income 4 1
Net cash used in investing activities (1,184) 1
----------- ------------
Financing activities
Funds from share issues 6,145 -
Cash consideration to shareholders of the (1,442) -
acquired company
Share issue costs paid (435) -
Funds from bank loan - 240
Finance expense (10) -
Repayment of leasing liabilities and bank (87) -
borrowings
Net cash from financing activities 4,171 240
----------- ------------
Net increase/(decrease) in cash and cash
equivalents 1,339 (96)
Cash and cash equivalents at the beginning
of the period 935 461
Cash and cash equivalents at the end of the
year 2,274 365
=========== ============
Notes to the financial statements for the 6 months ended 30
September 2021
1. General information
Insig AI Plc (the "Company") is a company domiciled in England
and its registered office address is 30 City Road, London EC1Y 2AB.
The condensed consolidated interim financial statements of the
Company for the 6 months ended 30 September 2021 comprise the
Company and its subsidiaries (together referred to as the
"Group").
The condensed consolidated interim financial statements do not
constitute statutory accounts as defined in Section 434 of the
Companies Act 2006.
The consolidated financial position at 31 March 2021 has been
extracted from the statutory accounts and the auditors' report on
those statutory accounts was unqualified. A copy of those accounts
has been filed with the Registrar of Companies.
The Group has presented its results in accordance with the
measurement principles set out in International Financial Reporting
Standards as adopted by the EU ("IFRS") using the same accounting
policies and methods of computation as were used in the annual
financial statements for the 15 months ended 31 March 2021 with
exception of the application of new accounting standards. As
permitted, the interim report has been prepared in accordance with
the AIM rules for companies but is not compliant in all respects
with IAS34 'Interim Financial Statements'.
The condensed consolidated interim financial statements do not
include all the information required for full annual financial
statements and therefore cannot be construed to be in full
compliance with IFRS.
The condensed consolidated interim financial statements were
approved by the board and authorised for issue on 21 December
2021.
2. Acquisition of Insig Partners Limited (formerly Insight Capital Limited)
On 10 May 2021, the Company acquired the balance of shares in
Insig Partners Limited's not already owned and obtained
control.
To facilitate the acquisition of Insig Partners Limited, in May
2021 the Group raised GBP6.1 million (before expenses) via a
placing of 9,172,375 new ordinary shares of 1 pence each of the
Company ("Ordinary Shares") at 67 pence per share, a 14 per cent.
premium to the closing share price of the Ordinary Shares which was
59 pence per share on 3 September 2020, being the last business day
before the Ordinary Shares were suspended from trading.
The funds were used to pay the cash element of the consideration
paid to acquire the Insig Partners Limited shares of GBP1,442,000,
to settle in cash professional costs relating to the acquisition
and issue of the shares of GBP1,006,000 of which GBP670,000 was
incurred in the six month period ended 30 September 2021 and for
general working capital purposes, namely investing in the enlarged
Group's team of developers, engineers and sales and marketing
employees to accelerate product growth and business development
activities.
In addition to the cash consideration, 44,819,161 new Ordinary
Shares were issued at 59 pence per share, the closing middle market
price of 59 pence per Ordinary Share on 3 September 2020 (being the
last business day before the Ordinary Shares were suspended) as
consideration shares to the former owners of Insig Partners
Limited.
The convertible loan notes issued by the Company were converted
in May 2021 into 2,000,000 new Ordinary Shares issued at 25 pence
per share.
The following number of Ordinary Shares were admitted to trading
on AIM on 10 May 2021:
No.
Placing Shares 9,172,375
Consideration Shares 44,819,161
Convertible Loan Note Shares 2,000,000
Following the issue of the new Ordinary Shares, the Company has
98,653,174 Ordinary Shares in issue with full voting rights.
Total transaction costs are summarised below as follows:
Transaction costs Charged
against Share premium
comprehensive issue costs
income Total costs
GBP000 GBP000 GBP000
Costs recognised to 31 March 2021 314 22 336
Costs incurred and paid to 30 September 235 435 670
Total 549 457 1,006
--------------- --------------- ------------
The acquisition was classified as a reverse takeover under the
AIM rules. The directors have given consideration to the method of
accounting to be applied and concluded that it meets the definition
of a business combination under IFRS 3 and Insig AI Plc has been
identified as the accounting acquirer for these purposes. The Group
has accounted for the acquisition by applying the acquisition
method of accounting, rather than applying reverse accounting under
IFRS 3.
The investment in Insig Partners Limited will be recognised at
the fair value of the consideration given:
GBP000
Consideration shares issued - 44,819,161 shares 30,029
Cash consideration 1,442
---------
Total consideration 31,471
Fair value of net assets on acquisition (see below) (4,650)
---------
Goodwill recognised on acquisition 26,821
---------
The value of the consideration shares has been determined in
accordance with IFRS 3 applying the acquisition-date fair values of
the equity interests issued by the acquirer. The fair value on the
acquisition date is considered to be 67 pence per share, being the
price at which the placing shares were issued on the same day.
Goodwill referred to above forms part of the total goodwill
included in non- current assets before amortisation.
As the Company held an interest in Insig Partners Limited prior
to the acquisition in May 2021, the fair value of which amounted to
GBP2,936,000, the Group has therefore recognised a gain of
GBP1,436,000 over the original cost of investment because of
measuring at fair value its 9.4 per cent. equity interest in Insig
Partners Limited held before the business combination. This gain
has been included in other income in the Company's statement of
comprehensive income.
The identifiable assets and liabilities on acquisition
comprised:
GBP000
Cash 180
Financial assets 1,084
Property, plant and equipment 345
Identifiable Intangibles 4,749
Financial liabilities (1,708)
-------
Total consideration 4,650
=======
No fair value adjustments are considered necessary at the date
of these financial statements other than in relation to
identifiable intangible assets as referred to below.
Goodwill of GBP26,821,000 from this acquisition is based on the
book values of Insig Partners Limited as set out above and arises
largely from the expected growth in the AI and machine learning
industry and collective expertise of the workforce in developing
and delivering the business's product range. The allocation between
amounts recognised as goodwill includes the fair value on
acquisition of customer lists of GBP5,200,000 which is subject to
amortisation over 10 years. The amortisation recognised in these
financial statements is GBP204,000. The remaining goodwill on
acquisition of GBP21,621,000 representing the valuation of
intellectual property has not yet been assessed for any fair value
adjustments and will be subject to an annual impairment review at
the Group's year end 31 March 2022.
3. Basic and diluted loss per share
Comprehensive loss per share for the six months ended 30
September 2021 has been calculated on the comprehensive loss
attributable to owners of the Company of GBP663,000 and on the
weighted average number of shares in issue during the period of
89,182,000.
Comprehensive loss per share for the 6 months ended 30 September
2020 has been calculated on the comprehensive loss attributable to
owners of the Company of GBP277,000 and on the weighted average
number of shares in issue during the period of 39,702,000.
In view of Group losses for all periods, share options and
warrants to subscribe for ordinary shares in the Company are
anti-dilutive and therefore diluted earnings per share information
is not presented.
4. Impact of the Covid-19 pandemic
As indicated in our most recent annual report for the 15 months
ended 31 March 2021, Sport in Schools (SSL) have continued their
recovery and have returned to trading profitably following cost
cutting and other operating efficiencies implemented during the
periods of lockdown in 2020 as well as having taken full advantage
of the Government's extended Covid-19 business support schemes
which continued into 2021 and mitigated the adverse financial
impact of renewed school closures earlier in 2021.
With schools having re-opened and many activities continuing at
broadly pre-pandemic levels, the directors are hopeful that SSL
revenue and profitability will continue. However, as we have seen
previously, the ongoing impact of the global pandemic continues to
evolve and it is difficult for the directors to predict with
certainty whether there will be further restrictions to school
operations and sporting activities that would once again affect SSL
operations.
The pandemic has had little financial impact on the Group's
machine learning activities following its acquisition of Insig
Partners Limited in May 2021.
5. Business segment analysis
Machine
learning Sports
Technology & Leisure Total
GBP000 GBP000 GBP000
Turnover 217 679 896
Costs attributable to segment (1,440) (578) (2,018)
Segmental operating profit/(loss) (1,223) 101 (1,122)
================ =================
Group operating expenses (568)
Amortisation of goodwill (204)
Gain on rebasing 9.4% initial investment
to fair value 1,436
Operating loss (458)
Non- recurring costs - see note below (375)
Finance income 4
Finance costs (15)
-----------------
(386)
--------------------
Loss before tax from all activities (844)
Taxation credit 194
Loss after tax from all activities (650)
====================
-- Non-recurring costs of GBP375,000 comprise fees paid
following the acquisition of Insig Partners Limited of GBP235,000
and share transaction stamp duty of GBP140,000 taken to the
comprehensive income statement.
-- The loss in the six months to 30 September 2020 set out in
the Consolidated Statement of Comprehensive Income arose from the
Group's sports and leisure activities.
6. Related party transactions.
The following related party transactions were recognised in the
six-month period to 30 September 2021:
On 20 April 2021 the Company entered into an acquisition
agreement with Steve Cracknell, Warren Pearson, Anna Mann and
Nikhil Srinivasa (the "Principal Insight Sellers") to acquire their
shareholdings in Insight Partners Limited. The consideration paid
by the Company to the Principal Insight Sellers was, in aggregate,
28,405,979 consideration shares at a price of 59 pence per Ordinary
Share and an aggregate cash payment of GBP812,329.
On 20 April 2021 the Company also entered into a minority
acquisition agreement with each of the other shareholders of
Insight Partners Limited (the "Minority Insight Sellers"). The
consideration paid by the Company to the Minority Insight Sellers
was, in aggregate, 9,783,431 consideration shares at a price of 59
pence per Ordinary Share and an aggregate cash payment of
GBP339,727.
Richard Bernstein
Following the completion of the Company's acquisition of Insig
Partners Limited in May 2021 and prior to his appointment as a
director in August 2021, a payment of GBP352,629 (including vat)
was paid to Mr Bernstein in accordance with an introduction
agreement made between himself and the Company in February 2018 in
which he as introducer would become entitled to a fee of 1% of the
value from this first acquisition by the Company.
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