Acuity RM Group plc Regulatory News (ACRM)

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

19 May 2025

Acuity RM Group plc

("Acuity" or the "Company")

Result of Placing and Subscription

Acuity RM Group plc (LSE: ACRM), the software group focused on cybersecurity confirms that, further to its announcement of 7:00 a.m. on 19 May 2025 that it has successfully closed the Placing and Subscription which raised in aggregate £0.41 million.

Capitalised terms used but not otherwise defined in this announcement shall have the meanings ascribed to such terms in Appendix II of the Company's announcement issued at 7:00 a.m. on 19 May 2025, unless the context requires otherwise.

Result of Placing and Subscription

Subject to the satisfaction of the conditions referred to below, the Placing has raised, in aggregate, gross proceeds of £368,571 through the placing of 36,857,143 new Ordinary Shares (the "Placing Shares") at a price of 1 pence per share (the "Issue Price"). The Subscription has raised £42,500 through the issue of 4,250,000 new Ordinary Shares at the Issue Price (the "Subscription Shares").

The allotment and issue of the Placing Shares and the Subscription Shares is conditional, inter alia, upon:

Accordingly, if any of such conditions are not satisfied or, if applicable, waived, the Placing and the Subscription will not proceed.

The Directors' Intended Subscription

As the Company is currently in a closed period under MAR until the announcement of its FY24 Results, the Directors are not permitted to subscribe for new Ordinary Shares until after announcement of the FY24 Results (and subject to each not being in possession of any other unpublished price sensitive information at such time).

All of the Directors and Simon Marvell, a co-founder of the business, intend to subscribe for, in aggregate, £105,000 through the issue of the Directors' Subscription Shares on the same terms as the Fundraising. Assuming that the Directors' Intended Subscription proceeds as contemplated, the Company will, therefore, apply for admission of the Directors' Subscription Shares to trading on AIM separately, to take effect following admission of the announcement of its FY24 Results. Further announcements will be made in respect of the Directors' Intended Subscription in due course.

Further issue of new Ordinary Shares

In August 2024 the Company acquired a loan note for a deferred consideration payable at 50 per cent. of any monies subsequently received pursuant to the loan note payable in cash or new Ordinary Shares at the Company's option. To date £10,000 has been received pursuant to the loan note and therefore the Company is paying consideration of £5,000 by way of the issue of 344,827 new Ordinary Shares at a price of 1.45 pence per share, being the mid-market price at close of business on 16 May 2025 (the "Loan Note Shares").

In addition, the Company has agreed to settle £16,261 of a supplier invoice by way of the issue of 1,121,454 new Ordinary Shares at a price of 1.45 pence per share (the "Supplier Shares"), being the closing mid-market price at closing of business on 16 May 2025.

The Warrants

The Company will also issue 41,107,143 Warrants to Placees and Subscribers in the Fundraising on the basis of one Warrant for every one New Ordinary Shares subscribed under the Fundraising. Each Warrant grants the holder the right to subscribe for one additional new Ordinary Share at a price of 1.5 pence per new Ordinary Share. The Warrants will not be traded on an exchange.

Broker Option

The Broker Option as described as described in the announcement issued at 7:00 a.m. on 19 May 2025 will remain open until 4:30pm on 20 May 2025.

To subscribe for Broker Option Shares, Existing Shareholders should communicate their bid to Peterhouse via their stockbroker as Peterhouse cannot take direct orders from individual private investors who are not existing clients. Existing Shareholders who wish to register their interest in participating in the Broker Option Shares should instruct their stockbroker to call Peterhouse on 020 7469 0938 or 020 7469 0936 or 020 7220 9797. Each bid should state the number of Broker Option Shares the Existing Shareholder wishes to subscribe for at the Issue Price.

Use of Proceeds

The net proceeds from the Placing, Subscription and Directors' Intended Subscription will be applied as follows:

Admission and Total Voting Rights

Application has been made to the London Stock Exchange for admission of the Placing Shares, the Subscription Shares, the Loan Note Shares and the Supplier Shares, a total of 42,573,424 new Ordinary Shares to trading on AIM (the "New Shares"). It is expected that Admission will become effective and dealings in the New Shares will commence on AIM at 8.00 a.m. on or around 23 May 2025 (or such later date as may be agreed between the Company and the Joint Bookrunners, but no later than 6 June 2025) ("Admission").

The New Shares will be issued fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares.

The total number of Ordinary Shares in the capital of the Company following the issue of the Placing Shares, the Subscription Shares, the Loan Note Shares and the Supplier Shares will be 192,701,583 with voting rights. This figure may be used by shareholders 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's share capital pursuant to the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

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About Acuity RM Group:

Acuity RM Group plc (AIM: ACRM), is an established provider of risk management services. Its award-winning software platform, STREAM®, which collects and analyses data about organisations to improve business decisions and management, is used by around 60 organisations in markets including government, utilities, defence, broadcasting, manufacturing and healthcare.

The Company is focused on delivering long term, sustainable growth in shareholder value from organic growth and complementary acquisitions.