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This announcement is an advertisement and not an admission document or a prospectus. This announcement is not and does not constitute or form part of, and should not be construed as, an offer of securities for subscription or sale in any jurisdiction nor a solicitation of any offer to buy or subscribe for, any securities in any jurisdiction, nor shall it or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or commitment whatsoever. This announcement does not constitute a recommendation regarding any securities. Prospective investors should not subscribe for or purchase any securities referred to in this announcement except in compliance with applicable securities laws and regulation and on the basis of the information in the final admission document ("Admission Document") to be published by the Company, and any supplement thereto, in connection with the placing ("Placing") of its ordinary shares ("Shares") and the proposed admission  of the Shares to trading on the AIM market of London Stock Exchange plc ("London Stock Exchange").  A copy of the Admission Document will, following publication, be available for viewing on the Company's website at www.itim.com

This announcement constitutes a financial promotion for the purposes of section 21 of the Financial Services and Markets Act 2000 and has been approved by W H Ireland Limited which is authorised and regulated by the Financial Conduct Authority.

itim Group Limited

(to be renamed itim Group plc)

("itim", or "the Company", and together with its subsidiaries "the Group")

INTENTION TO FLOAT ON AIM

itim Group Limited, a SaaS based technology company that enables store-based retailers to optimise their businesses to improve financial performance and effectively compete with online competitors, announces its intention to seek admission of its shares to trading on AIM, a market of the London Stock Exchange ("Admission").  itim is seeking to raise £10-12 million to take advantage of the structural shifts in the retail sector following Covid-19 to fund its next stage of growth.

itim's omni-channel retail platform already serves more than 60 established brands in the UK and internationally. The Company has been developing and selling its technology solutions to the retail industry since 2004. 

The Directors believe only two primary business models will persist in retailing going forward: the online business model, which is widely recognised, and the omni-channel business model.

itim's product, The Retail Suite, is an omni-channel platform that can be adopted by retailers, allowing them to compete with pure play online competitors, in the new consumer commerce environment.

For example, the online business models are typically only centred on home delivery and utilise products from central (mostly national) warehouses whereas research demonstrates that consumers want more choice. The omni-channel retailers can address this growing appetite for more complex customer options.  Product delivery from the omni-channel retailers includes the home delivery option already offered by online only companies, but also offers click-and-collect and despatch from store (for delivery, often same day, using local courier networks). Research also suggests consumers are looking for a seamless process for product returns and more face-to-face contact for customer services and complaints.  This gives the traditional retailers a significant advantage over their online-only competitors by enabling them to utilise their traditional brick and mortar stores to offer more choice to the consumer's shopping experience. It is this combination of a digital approach to consumer engagement integrated with store based solutions that is the basis of omni-channel retailing.

itim offers a subscription (SaaS) omni-channel model with little or no upfront costs for the customer, which the Directors believe, allows retailers to enter the world of omni-channel retailing faster and at much lower cost than if they were to explore the option themselves.

The proprietary end-to-end platform, called The Retail Suite, is the Company's flagship solution and has been developed over the last 17 years.

With over 60 global brands already using individual modules from the platform and an increasing number deploying the full end-to-end solution, itim is poised to take advantage of this generational shift in retailing.

Key strengths

The Directors believe that the Group has the following key competitive strengths:

·    Growing business - itim has grown its annual recurring revenue by 55% since 1 January 2018. The Company's growth strategy is to increase its client base, expand in to new territories and undertake acquisitions where appropriate to enhance its product and customer portfolio;

·    Blue-chip customer base - itim's products are utilised by over 60 global brands. The Directors believe that the success in selling itim's products across a wide variety of high quality customers illustrates the quality of the itim offering and the potential for increased sales;

·    High quality product offerings - the Directors believe that itim's products compare positively with those of its competitors, in terms of their functionality, the benefits that their use brings to customers, and the extent to which they address the new issues faced by customers as a result of changing technologies and the emerging retail business models;

·    Diversified portfolio - itim has developed a portfolio of products, all of which are operational, and all of which have live customer installations. The Directors believe that this diversity will be a driver of growth for the Group, as future prospects are not dependent on a single product;

·    The Retail Suite - itim's launch of its Retail Suite as a successful cloud based omni-channel platform has brought together all itim's applications into a single cloud based platform which is easy for retailers to adopt and provides them all the functionality needed to run an efficient retail business;

·    Strong management team - itim's management team is highly experienced within both the software and retail sectors. The Directors believe the quality, skills and knowledge of the Board will enable the Company to deliver its growth strategy;

·   International exposure - itim has customers in the UK, Spain, Portugal, USA and throughout South America. The Directors believe that the international potential customer base for the Group's products creates a significant opportunity for the Group; 

·    Strong intellectual property portfolio - itim directly owns all of the intellectual property in its software applications which, the Directors believe, increases the Group's potential profit margin and the Group's control over its software and its sales cycle;

·    High barriers to entry - the software used by itim has been developed over a number of years. Likewise, it has taken a number of years to build up itim's customer relationships and the associated credibility within its customers' industries and geographies. The Directors believe the combination of technology required and trust from the customer base in the Company's products is very hard to replicate and therefore creates considerable barriers to entry for potential new competition.

Placing

·    £10-12 million to be raised through a conditional Placing with institutional investors

·    Admission is expected to take place on or around 29 June 2021

·    WH Ireland is acting as Sole Broker and Nominated Adviser in relation to the Admission

Ali Athar, Chief Executive of itim Group, said:

"We believe itim is one of the best end-to-end omni-channel retail platforms. We are delighted to announce our intention to float on AIM, representing an exciting new chapter in the Company's history.

Our firm belief is that if bricks-and-mortar retailers are to compete in a post-Covid world, they will need to operate a best-in-class omni-channel service.  It is the only way they will be able to withstand the domination of pure online retailers and regain market share through using their store estates to their competitive advantage and improving profitability.

We have enjoyed strong, consistent growth in recurring revenues. Underpinned by the strength of our customer proposition, and benefiting from market trends that we believe have accelerated as a result of the Covid-19 pandemic, we have a clear strategy to continue this growth over the coming years."

Risks

Risks include execution risk; economic risk; and cyber risk (including software and hardware risks). Before subscribing for or purchasing any shares in the Company, persons viewing this announcement should ensure that they fully understand and accept all risks which will be set out in the Admission Document if published.

Advisers

·    WH Ireland as Nominated Adviser and Broker

·    RPG Crouch Chapman LLP as Reporting Accountants and Auditors

·    DMH Stallard LLP as Solicitors to the Company

·    Hudson Sandler LLP as Financial PR

Enquiries

itim Group Limited (to be renamed itim Group plc)

Ali Athar, Chief Executive                                                                                             via Hudson Sandler

WH Ireland Limited  (Nominated Adviser and Sole Broker)

Harry Ansell/Fraser Marshall (Broking)                                                                   020 7220 1666

Katy Mitchell (Corporate Finance)

Jessica Cave

Darshan Patel

Hudson Sandler (Public Relations)

Dan de Belder/Alex Brennan                                                                                      020 7710 8944

itim@hudsonsandler.com

Notes to editors

Background to the Company

itim was established in 1993 by its founder, and current Chief Executive Officer, Ali Athar. itim was initially formed as a consulting business, helping retailers effect operational improvement. From 1999 the Company began to expand into the provision of proprietary software solutions and by 2004 the Company was focused exclusively on digital technology. itim has grown through a series of acquisitions of small, legacy retail software systems and associated applications which itim has redeveloped to create the holistic end-to-end solution for retailers that supports omni-channel retailing through the internet.

Directors

At Admission, the Board will comprise three Executive Directors and five Non-Executive Directors. Of the Non-Executive Directors, Lee Williams and Frank Lewis are considered to be independent for the purposes of the QCA Code.

Brief biographical details of the Directors are set out below.

Michael Edward Wilson Jackson, aged 71 - Chairman

Michael studied law at Cambridge University, and qualified as a chartered accountant with Coopers and Lybrand before spending five years in marketing for various US multinational technology companies. He went on to found Elderstreet Investments Limited in 1990 and is its executive chairman. For the past 25 years, he has specialised in raising finance and investing in the smaller companies sector. Michael is former chairman of PartyGaming plc, Computer Software Group, Planit Holdings and until August 2006 was chairman of FTSE100 company, The Sage Group plc, where he was a board director for 23 years. He is also a director and investor in many other quoted and unquoted companies including Netcall plc and Access Intelligence.

Ali Mahmood Athar, aged 66 - Chief Executive Officer

Ali is the founder and CEO of itim and has spent over thirty years working in various capacities in the retail industry. Having graduated from Cambridge University he joined IBM where he spent five years as a data base specialist; in 1982 he started Inforem, a systems design and integration company, which had a strong focus in retail. He subsequently spent two years as a director of CSC after its acquisition of Inforem. After leaving CSC, Ali started itim as a consulting company and worked as a business transformation specialist within the retail sector with companies such as Woolworths, Booker, Burger King, Marks & Spencer, Homebase and B&Q. In 1999, itim started its move into developing technology solutions and has built the Company to what it is today.

Ian Dennis Hayes, age 56 - Group Finance Officer

Ian is a Chartered Accountant and was appointed as Group Finance Officer in October 2006. He qualified in 1989 before joining Coopers & Lybrand and has since held roles with AT&T and Standard & Poor's, heading up the finance function in Europe. In his recent career Ian has been responsible for funding growth and startup businesses in the technology sector in both AIM quoted and private environments.

Sandra Sofia Da Costa Ribeiro, aged 45 - International CEO

Sandra joined itim in 2008 as General Manager for Iberia and Latin America. She brings more than 15 years' experience in margin optimisation through pricing and promotions and consultative selling of information technology solutions for the retailer community. In addition to her management responsibility for company leadership, she also manages the development and nurturing of itim's optimisation suite - Profimetrics.

Robert ("Bob") Nicolas Frosell, aged 72 - Non-Executive Director

Bob joined itim as Operations Director in January 2009 having previously sat on itim's Board as a non-executive Director for a number of years.  He has been the Chief Information Officer at GrandMet Retailing (pubs and gastro-pubs), Pearle Vision (spectacles retailing), Burger King Corp., IMS Health (pharmaceutical information services), AC Nielson Corporation (consumer packaged goods information services) and currently CoreLogic Inc. (property information services).

Justin Matthew King, aged 60 - Proposed Non-Executive Director (from Admission)

Justin is also a Non-Executive Director of Marks & Spencer plc and serves on the Public Interest Body for PwC. He was Vice Chairman of Terra Firma until May 2021, where he acted as an adviser to the General Partner.  Prior to this, Justin was the CEO of Sainsbury's between 2004 and 2014, where he led the business through a major turnaround which led to nine years of profit growth.  Before joining Sainsbury's, Justin was Head of Food at Marks & Spencer where he was one of the pioneers of the development of the Simply Food business.

Justin is an operational leader with over 30 years of experience at leading customer-facing businesses, including Sainsbury's, Marks & Spencer, Asda, Häagen Dazs, PepsiCo and Mars.  During his 10 years as CEO of FTSE 100 retailer, J Sainsbury plc, he led the turnaround of the iconic UK brand, trebling profits and delivering a total shareholder return of 85%.

Lee Williams, aged 52 - Proposed Independent Non-Executive Director (from Admission)

Lee is currently the CFO for French Connection joining in April 2016 from ASOS, the global online fashion destination, where he was Director of Finance.  Prior to that, he was CFO of the WorldStores and Kiddicare businesses and Head of Financial Planning and Analysis at BrightHouse Group Plc.  He spent the majority of the earlier part of his career at Wm. Morrison Supermarkets Plc and Kingfisher Plc in various senior finance roles. He also spent 4 years working for PwC Consulting with Retail assignments in the UK, US and Central Europe. Lee has amassed a wealth of UK and international retail experience, in both traditional multisite operations but also, importantly, online. He is a member of the Chartered Institute of Management Accountants.

Frank Lewis, aged 75 - Proposed Independent Non-Executive Director (from Admission)

Frank has a wealth of public company experience, having served as Non-Executive Chairman and Director for a number of international publicly-quoted firms with interests across Europe, the Far East, Middle East and Africa, which has given him a sound understanding of different business cultures and working practices, as well as considerable expertise in numerous business sectors.  In addition to his non-executive roles, Frank had over 25 years of public and private company boardroom-level experience, including as Finance Director, CEO and Chairman, during which time he has been involved in numerous areas of business, including strategic planning, growth management, IPOs, corporate governance and regulatory compliance.

He is a Fellow of the Institute of Chartered Accountants in England & Wales, and was previously a member of the AIM Advisory Council, which advises the London Stock Exchange on matters relating to the AIM market.

Forward looking statements

All statements other than statements of historical fact, contained in this announcement constitute "forward looking statements". In some cases forward looking statements can be identified by terms such as "may", "intend", "might", "will", "should", "could", "would", "believe", "forecast", "anticipate", "expect", "estimate", "predict", "project", "potential", or the negative of these terms,  and similar expressions. Such forward looking statements are based on assumptions and estimates and involve risks, uncertainties and other factors which may cause the actual results, financial condition, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Except as required by the AIM Rules for Companies, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in the Group's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. New factors may emerge from time to time that could cause the Company's business not to develop as it expects, and it is not possible for the Company to predict all such factors. Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward-looking statements except as required by law.