REG - Adalan Ventures PLC - Statement re Reverse Takeover

Adalan VenturesAnnouncement

22/10/2025 11:45

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RNS Number : 4164E  Adalan Ventures PLC  22 October 2025

 

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STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
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TO BE IN THE PUBLIC DOMAIN.

22 October 2025

Adalan Ventures Plc

("Adalan" or the "Company")

Update on Reverse Takeover

 

Adalan Ventures plc (the "Company" or "Adalan") is pleased to provide an
update to the proposed reverse takeover Adalan previously announced on 7
December 2023.  Topos Network Pte ("Topos") and the Company have reached a
further non-binding agreement for the acquisition by the Company of the entire
issued share capital of Topos ("Acquisition"). In addition Topos has confirmed
the completion of a financing round that provides it with funds to begin
expanding into new territories and further developing its existing business.
Since the original Term Sheet was signed, the business of Topos has continued
to grow and it now services directly and indirectly over 720,000 clients.
Significant progress has also been made regarding opening up new geographies,
which will now be the focus of the business both before and after the proposed
Acquisition.

 

Update to Term Sheet

The Company has entered into a modified form of the Term Sheet signed with
Topos in December 2023 to enable the continued work on a reverse takeover
("RTO").  Under this agreement Topos and the Company have granted mutual
exclusivity subject to the provisions of the UK City Code on Takeovers &
Mergers. Both parties are now working towards extending this exclusivity
period to 31 March 2026 and targeting the execution of a reverse takeover of
Topos during Q1 2026. The Company has agreed to appoint Strand Hanson Limited
as its Sponsor and Financial Adviser for these purposes. Whilst the
refinancing process has taken longer than originally anticipated, the Company
is now collaborating with a stronger and more developed Topos business and the
Board of the Company are optimistic about the growth opportunities for the
combined businesses of Adalan and Topos going forward.

All terms and conditions previously announced  in the Term Sheet, with the
exception of the share price which will be determined at the completion of the
RTO, remain the same save that Re-Lender S.P.A. are no longer a party to this
agreement.

 

CEO statement:

Siro Cicconi commented:

"After a fairly significant delay, I am pleased to confirm that the
refinancing of Topos has been successfully completed, clearing the path for
the acquisition to proceed. Having spent a significant amount of time working
with the Topos team I am deeply encouraged by the opportunity that lies in
front of Adalan. We have a good team focussed on executing the RTO as promptly
as possible and I look forward to updating shareholders in due course"

Further announcements regarding the Acquisition and RTO will be made as and
when appropriate.

 Enquiries:

 Adalan Ventures Plc
 Siro Cicconi                Tel: +44 (0) 73 9377 9849

 Optiva Securities Limited
 Vishal Balasingham         Tel: +44 (0) 20 3137 1902

 Strand Hanson Limited      Tel: +44 (0) 20 7409 3494
 Christopher Raggett
 Abigail Wennington
 Imogen Ellis

 

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