LONDON: Acceler8 Ventures Plc and Intuitive Investments Group Plc announced Monday that they have agreed to terms for an all-share acquisition that would value IIG’s fully diluted share capital at approximately £600 million and pave the way for the combined company to move onto the main stock market in London.
Under the deal, IIG shareholders would receive 2.6797 new Acceler8 shares for every IIG share they hold, based on Acceler8’s closing share price of 80 pence on the last trading day before the offer period began. If completed, IIG shareholders would own about 99% of the combined company, with existing Acceler8 shareholders holding the remaining 1%.
The deal would be carried out through a court-approved scheme of arrangement, though Acceler8 said it reserves the right to pursue a standard takeover offer instead, pending regulatory approval. The companies said a formal scheme document is expected to be published within 28 days.
The boards of both companies recommended the deal. Independent directors of IIG, advised by financial adviser Strand Hanson, said they consider the terms fair and reasonable. Giles Willits, IIG’s chief executive, did not participate in his company’s evaluation of the offer because he also serves as a non-executive director and major shareholder of Acceler8.
IIG’s primary asset is Hui10, a Beijing-based technology company that supports digital lottery infrastructure in China, including point-of-sale systems certified by China UnionPay. IIG acquired Hui10 in October 2023 for $365 million. The company said Hui10 now accounts for nearly all of IIG’s investment portfolio, with legacy life-sciences holdings representing less than 1%.
IIG’s board said it has sought a stock market upgrade for more than a year, citing concerns that IIG’s listing on the London Stock Exchange’s Specialist Fund Segment has limited its ability to attract institutional investors and caused its shares to trade at a persistent discount to net asset value, despite what the board described as strong operational progress at Hui10.
Acceler8, a publicly traded shell company formed in 2021 to pursue acquisitions, is required under London listing rules to complete a deal by July 2027 or return cash to shareholders. Company directors said the IIG acquisition fulfills that requirement and aligns with their strategy of targeting high-growth technology businesses.
Acceler8 has secured irrevocable voting commitments from shareholders representing about 45.6% of IIG’s outstanding shares and from shareholders representing roughly 56.7% of its own outstanding shares, according to the announcement.
As part of the deal, Acceler8’s board approved a bonus share issue for existing Acceler8 shareholders, contingent on court approval of the scheme.
The transaction still requires approval from shareholders of both companies, court sanction, and a determination by Britain’s Financial Conduct Authority that Acceler8 shares can be admitted to the Official List’s Equity Shares (Commercial Companies) category. The companies said they expect the deal to take effect by mid-August 2026, with admission to the exchange’s main market following shortly after.
Commenting on the acquisition on behalf of AC8, David Williams, Chairman of AC8, said: “I am pleased to announce this recommended offer for IIG, which represents a significant milestone for AC8 and is aligned with our investment focus of seeking to acquire high growth assets in the software and technology sectors. The Transaction presents an exciting opportunity for AC8 shareholders to participate in the next phase of IIG’s development. Therefore, I believe the enlarged group will be well positioned to deliver meaningful long-term value for its shareholders.”
Commenting on the acquisition on behalf of the Independent IIG Directors, Sir Nigel Rudd, Non-Executive Chairman of IIG, said: “We are delighted to have reached agreement with AC8 on a Transaction that delivers our principal strategic objective of moving to the Main Market of the London Stock Exchange.
The Independent IIG Directors believe this represents the most effective route to broaden our shareholder base and improve access to institutional investors within an environment that more appropriately reflects the quality and scale of IIG and its operating businesses. We believe the Combined Group will be well positioned to continue the expansion of Hui10’s technology platforms and retailer connectivity network, while capitalising on the significant long-term opportunity presented by the adoption of its paperless transaction infrastructure within China’s regulated lottery sector, creating long-term value for shareholders and wider stakeholders.”
