Acuity RM Group Plc (LON:ACRM), the software group focused on cybersecurity, has announced a fundraising, to raise approximately £0.35 million (before expenses) through the issue of new ordinary shares of 0.1p each in the capital of the Company at 1 penny per Ordinary Share. The net proceeds of the Fundraising will be used to provide general working capital. The Fundraising will comprise a placing of 29,000,000 new Ordinary Shares, and a direct subscription of 6,000,000 new Ordinary Shares.
The Issue Price represents a discount of approximately 16.67 per cent. to the closing mid-market price on AIM of 1.2 pence per Ordinary Share on 19 September 2025, being the latest practicable business day prior to the publication of this Announcement.
The Company also proposes to issue warrants to Placees and Subscribers in the Fundraising on the basis of one Warrant for every one new Ordinary Share subscribed under the Fundraising. Each Warrant grants the holder the right to subscribe for one additional new Ordinary Share at 1.5 pence and is exercisable for a period of up to 12 months from the date of admission of the Placing Shares and Subscription Shares to trading on AIM. Further details regarding the Warrants are set out below.
Transaction Highlights
- The Company intends to raise approximately £0.35 million, in aggregate, pursuant to the Fundraising (further details outlined below).
- The Fundraising will be conducted by way of a non pre-emptive share issue.
- The Fundraising includes a Placing and Subscription with new and existing investors
- The net proceeds of the Fundraising will be used for general working capital purposes.
Zeus Capital Limited and Peterhouse Capital Limited are acting as joint brokers in connection with the Placing.
Current trading and prospects
There has been no material change in the Company’s trading and prospects since the announcement of the Company’s interim results for the six months ended 30 June 2025 on 2 September 2025.
The Placing
The Placing is being conducted by the Joint Bookrunners. A placing agreement has been entered into between the Company, Zeus and Peterhouse in connection with the Placing.
The Placing will utilise the Company’s existing shareholder authorities to issue the Placing Shares on a non-pre-emptive basis for cash.
The Placing is not being underwritten.
The allotment and issue of the Placing Shares is conditional, inter alia, upon:
- Admission becoming effective by no later than 8.00 a.m. on 26 September 2025 (or such other time and/or date, being no later than 8.00 a.m. on 3 October 2025, as the Joint Bookrunners and the Company may agree);
- the conditions in the Placing Agreement in respect of the Placing Shares being satisfied or (if applicable) waived; and
- the Placing Agreement not having been terminated in accordance with its terms prior to Admission.
Accordingly, if any of such conditions are not satisfied or, if applicable, waived, the Placing will not proceed.
The Placing Shares will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares then in issue, including the right to receive all future distributions, declared, paid or made in respect of the Ordinary Shares from the date of Admission. the Placing Shares and Subscription Shares will represent approximately 14.6 per cent. of the Company’s enlarged share capital.
Subject to satisfaction of the relevant conditions, it is expected that Admission will become effective, and dealing in the Placing Shares will commence, at 8.00 a.m. (London time) on or around 26 September 2025.
The Joint Bookrunners have the right to terminate the Placing Agreement in certain circumstances prior to Admission, including (but not limited to): in the event that any of the warranties set out in the Placing Agreement become untrue, inaccurate or misleading in any material respect or the Company materially fails to comply with any of its obligations prior to Admission. The Joint Bookrunners may also terminate the Placing Agreement if there has been (i) a material adverse change affecting the business or prospects of the Company or its group or (ii) any change in national or international financial, economic, political, industrial or market conditions or currency exchange rates or exchange controls, or any incident of terrorism or outbreak or escalation of hostilities or any declaration by the UK or the US of a national emergency or war or any other calamity or crisis which, in the reasonable opinion of the Joint Bookrunners, is likely to have an adverse effect on business or prospects of the Company or its group and makes it impractical or inadvisable to proceed with the Placing. If this termination right is exercised, or if the conditionality in the Placing Agreement is not satisfied, the Placing will not proceed.
The Subscription
Certain investors have indicated their intention to subscribe for new Ordinary Shares at the Issue Price pursuant to the terms and conditions of subscription letters to be entered into between the relevant parties and the Company on or about the date hereof.
The Subscription is not part of the Placing and any Subscription Shares would be subscribed pursuant to the terms of subscription agreements between the Company and the relevant subscribers.
Subject to satisfaction of the relevant conditions, it is expected that Admission will become effective, and dealing in the Subscription Shares will commence, at 8.00 a.m. (London time) on or around 26 September 2025.
The Warrants
Acuity RMS Group also proposes to issue Warrants to Placees and subscribers in the Fundraising on the basis of one Warrant for every one New Ordinary Share 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.
The Warrants have an accelerator clause. If the closing mid-market price of the Company’s shares is sustained at greater than £0.02 for five consecutive trading days, the Company may choose to force execution of the Warrant. The Company is obliged to write to each Warrant holder providing seven calendar days’ notice to exercise the warrants (the “Notice”), after which each Warrant holder will have up to 21 days to pay for the exercise of their Warrants, subject to the terms of the Warrant Deed. Warrants for which notice of execution is not given within seven days from the date of Notice will be forfeited.
If the accelerator clause is not triggered, the Warrants have a life of 12 months from the date of Admission.
Admisison and Total Voting Rights
Application has been made to the London Stock Exchange for Admission and it is expected that such Admission will occur at 8.00 a.m. on 26 September 2025. The Placing Shares and Subscription Shares will be issued credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after the admission of the Subscription Shares, respectively and will otherwise be identical to and rank on Admission pari passu in all respects with the existing Ordinary shares.
Following Admission of the Placing Shares and Subscription Shares, the Company will have 239,618,249 Ordinary Shares in issue, of which none are held in treasury. Accordingly, the total number of voting rights in the Company will be 239,618,249 and shareholders may use this figure 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 under the FCA’s Disclosure Guidance and Transparency Rules.
