Actual Experience to raise £3.0 million via Proposed Conditional Placing and Subscription

Actual Experience plc (LON:ACT), the analytics-as-a-service company, has announced a conditional placing (the “Placing”), proposed subscription (the “Subscription”) and conditional broker option (the “Broker Option”) raising total gross proceeds of up to £3.5 million (together the “Fundraising”) at a price of 2 pence per share (the “Placing Price”).

The Board of Actual Experience also announces that Chief Executive Officer, Dave Page, has stepped down from his position and as a Director of the Company. Effective immediately, Steve Bennetts becomes interim CEO in addition to his role as Chief Financial Officer and Kirsten English, Non-Executive Chair, becomes Executive Chair. The Board will commence the search for a new CEO in a process involving external candidates plus a strong internal candidate with the view to having the new CEO appointed by 1 January 2023.

It is also intended that Harmesh Suniara, Portfolio Manager at Lombard Odier, will join the Board as a Non-executive Director immediately upon Admission.

The Company also announces that, subject to obtaining the agreement of affected option holders, it intends to cancel approximately 819,000 employee share options currently in issue and re-issue new options to employees and Directors.

The Company is pleased to announce, conditional upon Admission, the appointment of Turner Pope Investments (TPI) Limited (“Turner Pope”) as joint broker to the Company alongside Singer Capital Markets.

Fundraising Highlights

–      Placing with certain institutional and other investors to raise gross proceeds of £2.825 million through the issue of 141,250,000 new ordinary shares of 0.2 pence each in the Company (“Ordinary Shares”) (the “Placing Shares”) at the Placing Price.

–      Proposed Subscription with certain Directors and management of the Company to raise gross proceeds of £0.175 million through the issue of 8,750,000 new Ordinary Shares (the “Subscription Shares”) at the Placing Price.

–      To provide existing Shareholders and other investors who did not have the opportunity to participate in the Placing the chance to participate in the Fundraising, the Company has granted the Broker Option to Turner Pope, to invite subscriptions for up to 25,000,000 new Ordinary Shares (the “Broker Option Shares”) (in addition to the Placing Shares and the Subscription Shares) at the Placing Price. The Broker Option is exercisable any time before 11.00 a.m. on 23 September 2022. As far as is practical, if the Broker Option is over-subscribed, participation in the Broker Option will be prioritised for existing Shareholders (direct or indirect) on the register at the close of business on 16 September 2022. If the Broker Option is fully taken up, it will raise up to an additional £0.5 million. A further announcement will be made once the Broker Option Shares have been fully subscribed and the Broker Options declared closed. If the Broker Option is not fully subscribed by 11.00 a.m. on 23 September 2022, orders from eligible investors will be satisfied in full, and the balance of the Broker Option shall lapse. Further details regarding participation, the eligibility criteria, the order of priority, and details regarding settlement, are set out in more detail below.

–      The Placing Price is at a discount of approximately 11.1 per cent. to the closing middle market price of 2.25 pence per Existing Ordinary Share on 20 September 2022, being the latest Dealing Day prior to the publication of this announcement.

–      The Placing Shares, the Subscription Shares and the Broker Option Shares (together the “Fundraising Shares”) will, if fully subscribed, represent approximately 75.2 per cent. of the Company’s Enlarged Share Capital.

–      The proceeds receivable by the Company from the Fundraising on Admission amount to a minimum of £3.0 million (before expenses) and approximately £2.8 million (net of expenses) (assuming that no Broker Option Shares are issued). If the Broker Option Shares are issued in full, the proceeds receivable by the Company from the Fundraising amount to £3.5 million (before expenses) and approximately £3.2 million (net of expenses) from the issue of 175,000,000 Fundraising Shares.

–      Singer Capital Markets Advisory LLP is acting as nominated adviser to the Company in connection with the Fundraising and Admission and Singer Capital Markets Securities Limited (“Singer Capital Markets”) is acting as joint broker and joint bookrunner in connection with the Placing. Turner Pope (together with Singer Capital Markets, the “Joint Bookrunners”) are acting as joint broker and joint bookrunner in connection with the Fundraising.

–      The Fundraising is wholly conditional upon, among other things, the resolutions (the “Resolutions”) required to implement the Fundraising being duly passed by Shareholders at the general meeting proposed to be held at the offices of Osborne Clarke LLP at One London Wall, London EC2Y 5EB at 10.00 a.m. on 7 October 2022 (the “General Meeting”).

–      A circular, containing further details of the Fundraising and convening the General Meeting in order to pass the Resolutions (the “Circular”), is expected to be despatched to Shareholders on or around 21 September 2022  and the Circular, once published, will be available on the Company’s website at www.actual-experience.com.

Broker Option

–      The Broker Option has been granted primarily to facilitate the participation by existing Shareholders. Non-shareholders of the Company can also participate in the event that the existing Shareholders do not apply for the Broker Option Shares in full.

–      Parties who wish to register their interest in participating in the Broker Option should contact Turner Pope either by email (info@turnerpope.com) or telephone on +44 (0)20 3657 0050. Each application should state the number of Broker Option Shares that the interested party wishes to acquire at the Placing Price and should be submitted to Turner Pope no later than 11.00 a.m. on 23 September 2022.

–      Turner Pope may choose not to accept applications and/or to accept applications, either in whole or in part, on the basis of allocations determined at their sole discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as Turner Pope may determine. If the Broker Option is not fully subscribed by 11.00 a.m. on 23 September 2022, orders from eligible investors will be satisfied in full, and the balance of the Broker Option shall lapse.

–      It is expected that, following allocations by Turner Pope (in consultation with the Company), application will be made for Admission of the relevant number of Broker Option Shares. Admission is expected to become effective and trading of the Broker Option Shares will commence at 8.00 a.m. on 10 October 2022. Following Admission, such Broker Option Shares will rank pari passu with the Existing Ordinary Shares.

Operational highlights

–      New leadership team in place including new senior management appointees focused on commercial delivery, and the recently appointed Chair assuming the role of Executive Chair during the CEO transition period.

–      Significant cost reductions achieved through reduced headcount and other operational initiatives to benefit the new financial year commencing 1 October 2022.

–      New product offering soft launched with successful deployment at scale and with positive customer feedback.

–     Strong business fundamentals remain in place to take advantage of the growing opportunity in the market for hybrid workplace tools.

The Fundraising is wholly conditional, inter alia, upon the passing of the Resolutions at the General Meeting. Shareholders should be aware that if the Resolutions are not approved at the General Meeting, the Fundraising will not proceed. If the Fundraising does not proceed, the Group will not receive the proceeds of either the Placing, the Subscription, or the Broker Option. If this were to happen, the Directors would immediately have to re-evaluate the strategy and outlook of the Group. Shareholders are therefore urged to vote in favour of the Resolutions, which the Directors consider to be in the best interests of Shareholders and the Company as a whole.

Kirsten English, Actual Experience Executive Chair, commented:

“We recently launched a new and enhanced SaaS platform which continually monitors the health of an enterprise’s digital workplace and identifies both cost efficiencies and ways to improve employee wellbeing at work. Our platform targets senior executives who lack tools to analyse and manage today’s complex, hybrid and digital workplace.

“We have recruited senior product and sales leaders to spearhead our ‘go to market’ execution and the proposed fundraising will provide working capital to accelerate sales and marketing initiatives.

“We believe that the business has strong fundamentals represented by unique capabilities, a scalable, high margin business model, and a large and growing addressable market.”

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