Clarification of Warrant Terms
Acuity RM Group plc has clarified the terms of warrants issued in May, July, and September 2025, which total 87,607,143 and are exercisable at 1.50 pence per share. While some announcements indicated a 12-month exercise period, the warrant instruments actually allow for 18 months of exercise. An accelerator provision exists for the 2025 warrants, allowing Acuity to require exercise or lapse if the share price reaches 2.00 pence or greater for five consecutive trading days within 12 months. Warrants issued in July 2026, totaling 61,052,728 at an exercise price of 0.75 pence, have a 12-month exercise period and lack an accelerator clause.
Select text to share a quote on X · sign in to keep highlights & notes in your ACRM notes
Acuity RM Group plc (AIM: ACRM), the software group specialising in the cybersecurity sector of the Governance, Risk and Compliance ("GRC") market, takes the opportunity to provide the following clarification in relation to the terms of warrants issued in connection with the Company's equity fundraisings undertaken during May, July and September 2025.
As disclosed in the Company's Annual Report and Accounts for the year ended 31 December 2025, a total of 87,607,143 warrants were issued in connection with those fundraisings, each entitling the holder to subscribe for one new ordinary share of 0.1 pence in the Company at an exercise price of 1.50 pence per share (collectively "the 2025 Warrants").
Certain announcements made by the Company in connection with the fundraisings stated that the relevant warrants were exercisable for a period of 12 months. The Company wishes to clarify that, under the terms of the warrant instruments, the 2025 Warrants are actually exercisable for a period of 18 months from the admission of the shares subscribed for in those fundraisings.
The 2025 Warrants have a clause, whereby if the closing mid-market price of the Company's ordinary shares is 2.00 pence or greater for five consecutive trading days within 12 months, the Company can elect to invoke an accelerator provision and give notice to holders of the 2025 Warrants requiring them to exercise their warrants or allow them to lapse.
The table below sets out details of the share warrants issued, and for completeness includes the warrants recently issued in connection with the July 2026 fundraising ("the 2026 Warrants"). The 2026 Warrants do not have an accelerator provision and have an exercise period of 12 months.
Holders of the 2025 Warrants who have any questions or wish to exercise their warrants should contact the Company. Holders of the 2026 Warrants who have any questions or wish to exercise their warrants should contact Neville Registrars (0121 585 1131 / info@nevilleregistrars.co.uk).
The warrants are not generally transferrable.
| Admission of subscribed shares | Expiry of accelerator provision | Expiry of warrants | Exercise price of warrants | Number of warrants |
|---|---|---|---|---|
| 23 May 2025 | 23 May 2026 | 23 November 2026 | 1.50p | 42,107,143 |
| 4 July 2025 | 4 July 2026 | 4 January 2027 | 1.50p | 10,500,000 |
| 26 September 2025 | 26 September 2026 | 26 March 2027 | 1.50p | 35,000,000 |
| Total 2025 warrants | 87,607,143 | |||
| 9 July 2026 | Not applicable | 8 July 2027 | 0.75p | 61,052,728 |
| Total warrants | 148,659,871 |
The terms of the warrant instruments themselves have not been amended and the rights of all warrant holders remain as originally constituted. The correct terms were disclosed in the Company's Annual Report and Accounts for the year ended 31 December 2025.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.