Proposed acquisition of Insight Capital Partners Limited (“Insight”),

Conditional Placing to raise £6.1 million, Approval of Rule 9 Waiver,

Change of Name to Insig AI plc, Notice of General Meeting and Restoration of trading on AIM

Catena, the AIM-listed holding company focused on acquiring and growing businesses operating in high performing industries, is pleased to announce that it has signed a conditional acquisition agreement to acquire Insight, a data science and machine learning solutions company (the “Acquisition”). The Acquisition is for the balance of Insight shares not already owned by the Company, following Catena’s initial acquisition of 9.1 per cent. of Insight in March 2020.

In the TV clip below, CEO Steve Cracknell provides an over of Insig AI, summarising the Group’s financial position, growth strategy and the macro climate

The Acquisition constitutes a reverse takeover pursuant to Rule 14 of the AIM Rules for Companies and as such will require the approval of Shareholders which will be sought at the General Meeting convened for 9.00 a.m. on 7 May 2021.

The Admission Document and circular to Shareholders, including the Notice of General Meeting and Form of Proxy have been posted to Shareholders and are also available on the Company’s website: catenagroup.co.uk.

As a result of the publication of the Admission Document, trading in the Company’s shares on AIM will resume at 7.30am today.

Acquisition of the outstanding 89.9 per cent. of Insight is to be satisfied by the issue of 45,311,386 Consideration Shares at 59 pence per share and, depending on the number of Consideration Shares that the Insight Option Holders acquire, Cash Consideration of up to £1.5 million. Further details of the Acquisition are outlined below.

The Company is proposing to raise a total of approximately £6.1 million (before expenses) by way of a conditional placing of the Placing Shares, at the Issue Price of 67 pence per Placing Share representing a premium of approximately 14 per cent. to the closing middle market price of 59 pence per Ordinary Share on 2 September 2020 (being the last business day before the Ordinary Shares were suspended). The Placing Shares will represent up to approximately 10.0 per cent. of the Enlarged Share Capital at Admission.

HIGHLIGHTS:

• The Acquisition of the balance of shares in Insight not already owned by the Company for approximately £27.9 million, satisfied by way of up to 47,264,023 Consideration Shares at 59 pence per share and up to £1.5 million Cash Consideration
• £6.1 million raised (before expenses) by way of a Placing to pay the Cash Consideration and for general working capital purposes
• General Meeting to be held on 7 May 2021 to approve the Resolutions in relation to, inter alia, the Acquisition and the Rule 9 Whitewash
• Subject to the passing of the Resolutions, the board of directors of the Company will comprise:
  • Matthew Farnum-Schneider, Executive Chairman
  • Steve Cracknell, Chief Executive Officer
  • Warren Pearson, Chief Technology Officer
  • Peter Rutter, Non-Executive Director
  • John Murray, Non-Executive Director

David Hillel, David Coldbeck and John Zucker, existing directors of Catena will be resigning from the Board.

Catena Group plc CEO, Matthew Farnum-Schneider, commented:

“We are delighted to have agreed our full acquisition of Insight and to be re-admitted to trading on AIM today. The completion of the Acquisition will mark the start of an exciting new chapter for the Company in artificial intelligence and machine learning.

We are also pleased to welcome Steve Cracknell, Warren Pearson and Peter Rutter to the Board and the Insight team to the Company and we look forward to working with them to realise Insig AI’s growth potential. Finally, I’d also like to recognise the efforts and commitment of David Hillel, David Coldbeck and John Zucker and their many years of service to the Company.”

News in full

Admission Doc