RNS – CLN Call & Issue of Equity

INTERCEDE GROUP plc

(‘Intercede’, the ‘Company’ or the ‘Group’)

CLN Call & Issue of Equity

Majority of Noteholders elect to convert; Company is now debt free

Intercede, the leading specialist in digital identities, credential management and secure mobility, announces that it has issued a call notice (the “Call“) in respect of the outstanding £4,905,000 nominal of Fixed Rate Secured Convertible Loan Notes 2021 (the “CLNs“) issued under the CLN instrument dated 28 December 2016 (the “CLN Instrument”).

Subsequent to the Call, twelve out of thirteen holders of the CLN (the “Noteholders”) have elected to convert (or in the case of one Noteholder, confirmed their intention to convert) their CLNs into new ordinary shares of 1 pence each in the Company (“Ordinary Shares“) at the fixed conversion price of 68.8125 pence per Ordinary Share (the “Conversion Price”) whilst the other Noteholder elected to redeem their CLNs at par.

Background to the Call

On 28 December 2016, the Company announced the issue of £4,495,000 nominal of CLNs under the CLN Instrument. On 25 August 2017, the Company issued a further tranche of CLNs comprising £510,000 nominal under the CLN Instrument. On 5 January 2021 a Noteholder converted £100,000 nominal into new Ordinary Shares at the Conversion Price. Therefore there are £4,905,000 nominal of CLNs outstanding. The CLNs issued are identical in all respects.

Under the terms of the CLN Instrument, after 28 December 2020, being 48 months from the date of the CLN Instrument, the Company can give 30 days’ notice to Noteholders to either:

• redeem their CLNs at par (plus accrued interest); or
• convert their CLNs into Ordinary Shares at the Conversion Price.

Since issuing the Call, the Company has received valid conversion notices from Noteholders in respect of £2,905,000 nominal of CLNs, which, at the Conversion Price, results in the issue of a total of 4,221,612 new Ordinary Shares.

The Company has received a valid redemption notice from a Noteholder in respect of £450,000 nominal of CLNs. This will be repaid in cash by the Company.

In addition, the Company has received a written intention from a Noteholder to convert CLNs into new Ordinary Shares in respect of £1,550,000 nominal of CLNs. Further updates on this conversion and the resultant further issue of new Ordinary Shares at the Conversion Price will be provided in due course. Following the issue of these Ordinary Shares, there will be no CLNs outstanding.

Summary

Following completion of the Call, the Company will have:

• a stronger balance sheet and no debt;
• a saving of £400,000 in annual interest costs;
• new institutional investors on the share register; and
• removed the senior security which the Noteholders have over the assets of the Company.

Klaas van der Leest, Chief Executive of Intercede, said:

“The Board has been pleased with the overall progress made by the Company and, in particular, its substantially improved cash position, which has given us the confidence to issue the Call to improve the capital structure of the Company and to remove the associated interest cost.

“We are delighted that the majority of Noteholders elected to convert their CLNs into new Ordinary Shares. We welcome the ongoing support from both existing and new shareholders.

The Company continues to invest significantly in the MyID platform to position for future growth. Notable recent additions include the introduction of a mobile authentication app combining high security with ease of use; support for the full US government enrolment process enabling MyID to replace multiple systems; and FIDO for the enterprise targeted at delivering strong standards-based authentication to a wider market.”

Revised Director Shareholdings

Of the CLNs, certain Directors of the Company and persons closely associated with them (“PCAs”) have elected to convert CLNs into new Ordinary Shares as follows:

• Andrew Walker, Finance Director of the Company, submitted a valid conversion notice in respect of £50,000 nominal of CLNs, which will result in the issue of 72,661 new Ordinary Shares at the Conversion Price. On Admission, Andrew Walker will be beneficially interested in a total of 1,613,737 Ordinary Shares, representing 2.94 per cent. of the enlarged voting rights;
• The Azalia Trust, a PCA with Jacques Tredoux, Non-Executive Director of the Company, submitted a valid conversion notice in respect of £1,000,000 nominal of CLNs, which will result in the issue of 1,453,224 new Ordinary Shares at the Conversion Price. On Admission, Jacques Tredoux and PCA’s with him will be beneficially interested in a total of 16,437,860 Ordinary Shares, representing 29.97 per cent. of the enlarged voting rights.

Issue of Equity

Application has been made for 4,221,612 new Ordinary Shares to be admitted to trading on AIM and dealings are expected to commence on or around 9 February 2021. The new Ordinary Shares will rank pari passu with the existing Ordinary Shares.

Following the issue of the new Ordinary Shares, the total number of shares in issue is 54,890,860 Ordinary Shares, each with voting rights. The Company holds 41,645 Ordinary Shares in treasury, therefore the total number of voting rights in the Company is 54,849,215.

The figure of 54,849,215 may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA’s Disclosure Guidance and Transparency Rules.

ENQUIRIES

Intercede Group plc                                                             Tel. +44 (0)1455 558 111
Klaas van der Leest, Chief Executive

Andrew Walker, Finance Director

finnCap                                                                                  Tel. +44 (0)20 7220 0500
Stuart Andrews / Simon Hicks, Corporate Finance

Tim Redfern / Charlotte Sutcliffe, ECM

About Intercede

Intercede is a cybersecurity company specialising in digital identities, credential management and secure mobility.

Headquartered in the UK, with offices in the US, we believe in a connected world in which people and technology are free to exchange information securely, and complex insecure passwords become a thing of the past.

Our vision is to make the highest levels of cybersecurity available to all organisations, solving complexity issues by simplifying the management of digital credentials, securely and at scale.

We have been delivering trusted solutions to high profile customers for over 20 years. Our team of experts has deployed millions of identities to governments, most of the largest aerospace and defence corporations, and major financial services and healthcare organisations, as well as leading telecommunications, cloud services and information technology firms, providing industry-leading employee and customer credential management systems.

For more information visit: intercede.com

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.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Andrew Walker Finance Director
2.	Reason for the Notification
a)	Position/status	See 1(a) above
b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Intercede Group plc
b)	LEI	213800VFMNCYCDQ65C90
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
a)	Description of the Financial instrument, type of instrument	Ordinary shares of 1 pence
	Identification code	GB0003287249
b)	Nature of the transactions	Conversion of CLNs into Ordinary Shares
c)	Date(s), Price(s) and volume(s)	Price(s) Volume(s) 68.8125p 72,661
d)	Aggregated information: ·      Aggregated volumes ·      Prices	See 4(c)
e)	Date of the transaction	9 February 2021
f)	Place of the transaction	Off market transaction

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	The Azalia Trust, PCA of Jacques Tredoux, Non-Executive Director
2.	Reason for the Notification
a)	Position/status	See 1(a) above
b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Intercede Group plc
b)	LEI	213800VFMNCYCDQ65C90
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
a)	Description of the Financial instrument, type of instrument	Ordinary shares of 1 pence
	Identification code	GB0003287249
b)	Nature of the transactions	Conversion of CLNs into Ordinary Shares
c)	Date(s), Price(s) and volume(s)	Price(s) Volume(s) 68.8125p 1,453,224
d)	Aggregated information: ·      Aggregated volumes ·      Prices	See 4(c)
e)	Date of the transaction	9 February 2021
f)	Place of the transaction	Off market transaction