Access Intelligence Plc (AIM:ACC) has entered into a scheme implementation deed to acquire Isentia Group Limited (ASX:ISD) for AUD 35.4 million on June 15, 2021. The offer price is AUD 0.175 per share in cash. The offer implies an enterprise value of AUD 67 million for Isentia based on AUD 35.6 million equity value and AUD 32 million net debt balance as at May 31, 2021. The transaction is financed through placing arrangements and the proceeds arising from the issuance of the 39.8 million of placing shares and a subscription for 1.8 million ordinary shares valued at AUD 91.42 million. In a related transaction, Access Intelligence has entered into an agreement to acquire 19.85% stake in Isentia from Spheria Asset Management Pty Ltd on June 15, 2021. As soon as reasonably practicable after the date of this deed, the parties must establish an implementation planning committee. Upon closing, Isentia will become a wholly owned subsidiary of Access Intelligence. A break-up fee of AUD 0.5 million will be payable to Access Intelligence by Isentia in certain circumstances, as well as a break-up fee of AUD 0.5 million will be payable to Isentia by Access Intelligence in other certain circumstance.

The transaction is subject to court approval, Access Intelligence shareholder approval, Isentia shareholder approval and no Isentia Prescribed Occurrence or Isentia Regulated Event. The implementation of the scheme is subject to Isentia shareholders approving the scheme by the required majorities. Isentia's Board unanimously recommends that Isentia shareholders vote in favor of the scheme in the absence of a superior proposal and subject to the Independent Expert concluding that the scheme is in the best interests of Isentia shareholders. On July 9, 2021 shareholders of Access Intelligence approved the transaction and the fundraising to raise a total of £50.0 million (AUD 91.42) (before expenses). Isentia shareholders will have the opportunity to vote on the scheme at scheme meeting expected to be held in August 2021. On July 16, 2021, the Supreme Court of New South Wales approved the transaction. KPMG has determined that, in the absence of a superior proposal, the scheme is fair and reasonable and therefore in its opinion, is in the best interests of Isentia Shareholders. Isentia's shareholders meeting is scheduled on August 17, 2021 with Second Court Hearing scheduled for August 20, 2021. The admission of the Fundraising shares is expected to occur on August 20, 2021. The transaction is subject to the conditions of the scheme being satisfied. The transaction was approved by the shareholders of Isentia on August 17, 2021. As on August 20, 2021, Supreme Court of New South Wales approved the acquisition. It is expected that trading in Isentia shares on ASX will be suspended from close of trading August 20, 2021. Subject to the Scheme becoming effective, Isentia shareholders who are registered on August 25, 2021, will receive the Scheme Consideration of AUD 0.175 cash per Isentia share held by them on the Scheme Record Date. The scheme is expected to be effective on August 20, 2021. Following approval by the Supreme Court of New South Wales, a copy of the Orders has been lodged with the Australian Securities and Investments Commission and the scheme has become legally effective as of August 20, 2021. The expected date for implementation and completion of the acquisition is September 1, 2021.

Macquarie Capital (Australia) is acting as financial advisor and Rachael Bassil of Gilbert + Tobin is acting as legal advisorand Link Market Services Limited acted as registrar to Isentia. Tony Damian, Hudson Archer, Cameron Sivwright and Benedict Cheung of Herbert Smith Freehills acted as legal advisor to Access Intelligence. Marc Milmo and Kate Bannatyne of FinnCap Ltd acted as financial advisors for Access Intelligence. KPMG Financial Advisory Services (Australia) Pty Limited acted as independent expert to the transaction and received a fee of AUD 75,000 from Isentia.

Access Intelligence Plc (AIM:ACC) completed the acquisition of Isentia Group Limited (ASX:ISD) on September 1, 2021. Access Intelligence's ordinary shares will be cancelled from trading on AIM, with effect from 7.00 a.m. on September 2, 2021 and an application has been made for the ordinary shares of the Enlarged Group to be admitted to trading on AIM and Re-Admission of the Enlarged Group is expected to occur at 8.00 a.m. on September 2, 2021. The re-admission of the Enlarged Group to trading on AIM became effective as of September 2, 2021. The acquisition is expected to be earnings enhancing in the first full year following completion. Sebastian Stevens, Lydia Medcalf, Michael Constantine, David Zyschki and Rob Barnes of BDO Corporate Finance Pty Ltd acted as a financial advisor to Access Intelligence Plc.