This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.
Insig AI plc
("Insig AI" or the "Company")
Equity funding facility, share subscription, total voting rights and PDMR dealing
Equity Funding Facility
Insig AI plc (AIM:INSG), a provider of AI-led analytics and machine learning solutions, is pleased to announce that, further to its announcement on 24 March 2025 (see RNS number 7659B), the Company has entered into an equity funding facility with Richard Bernstein, Chief Executive of Insig AI on 23 June 2025. The terms of the £350,000 equity funding facility are unchanged from the 24 March 2025 announcement and provides Richard Bernstein the right to subscribe for up to 1,750,000 new ordinary shares of 1 pence each in the Company ("Ordinary Shares") at 20 pence per Ordinary Share (the "Equity Funding Facility"). The Company shall also have a call option to require the same, should funding be required. The Equity Funding Facility shall terminate on 31 December 2025. The subscription price of 20 pence represents a premium of 23% to the closing share price of 16.25 pence on 21 March 2025, when the Equity Funding Facility was proposed.
Share subscription
Further to the entering into of the Equity Funding Facility, and under the terms of the agreement, the Company has been informed that Richard Bernstein has exercised his right to subscribe for 500,000 new Ordinary Shares at a price of 20 pence per Ordinary Share (the "Subscription Shares") (together, the "Subscription"). The Subscription shall provide the Company with £100,000 for working capital purposes and leaves £250,000 of available funding under the terms of the Equity Funding Facility. Following the Subscription, Richard Bernstein holds 24,565,880 Ordinary Shares, which represents 20.4% of Insig AI's total voting rights.
The entering into of the Equity Funding Facility by Richard Bernstein, a director of the Company, constitutes a related party transaction under the AIM Rules. The directors of the Company (excluding Richard Bernstein), having consulted with Zeus Capital Limited, the Company's nominated adviser, consider that the terms of the Equity Funding Facility and Richard's participation therein to be fair and reasonable insofar as the Company's shareholders are concerned.
Admission and Total Voting Rights
Application will be made to the London Stock Exchange for admission of the Subscription Shares to trading on AIM ("Admission"). Admission is expected to become effective, and dealings in the Subscription Shares are anticipated to commence on or around 27 June 2025.
The Subscription Shares will be issued fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company.
Following Admission, the issued share capital and total voting rights of the Company will be 120,432,637. Shareholders may use this figure as the denominator to 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.
For further information, please visit www.insig-ai.com or contact:
| Insig AI plc | |
| Richard Bernstein, CEO | richard.bernstein@insg.ai |
| Zeus (Nominated Adviser & Broker) David Foreman / James Hornigold | +44 (0) 203 829 5000 |
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them:
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| Details of the person discharging managerial responsibilities / person closely associated
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| Name
| Richard Bernstein | |||
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| Reason for the notification
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| Position/status
| Chief Executive Officer | |||
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| Initial notification /Amendment
| Initial Notification | |||
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| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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| a)
| Name
| Insig AI plc | |||
| b)
| LEI
| 21380098CKBAG1NWCD98 | |||
| 4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
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| a)
| Description of the financial instrument, type of instrument | Ordinary Shares of 1 pence each | |||
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| Identification code | GB00BYV31355 | ||||
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| b)
| Nature of the transaction
| Share subscription
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| c)
| Price(s) and volume(s) |
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| Price(s) | Volume(s) |
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| 20.0 pence | 500,000
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| d)
| Aggregated information | N/A single transaction | |||
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| - Aggregated volume |
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| - Price |
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| e)
| Date of the transaction
| 23 June 2025 | |||
| f)
| Place of the transaction
| London Stock Exchange | |||
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