REG-Anemoi International Ltd Anemoi enters into amended and updated binding Sale and Purchase Agreement to acquire Trasna, Share Consolidation and Warrantholder Surrender and Subscription Offer

Anemoi InternationalAnnouncement

Today 07:30

============

   Anemoi International Ltd (AMOI)
   Anemoi enters into amended and updated binding Sale and Purchase Agreement
   to acquire Trasna, Share Consolidation and Warrantholder Surrender and
   Subscription Offer

   14-Apr-2026 / 07:29 GMT/BST

   ══════════════════════════════════════════════════════════════════════════

   Anemoi International

    

                                        

                            Anemoi International Ltd

                     (Reuters: AMOI.L, Bloomberg: AMOI:LN)

                          ("Anemoi" or the "Company")

   Anemoi enters into amended and updated binding Sale and Purchase Agreement
                               to acquire Trasna

                                        

                               Share Consolidation

    

                 Warrantholder Surrender and Subscription Offer

    

   Further to the Company’s announcement dated 22 December 2025 in respect of
   the proposed acquisition of the Trasna group of companies, the Company  is
   pleased to announce that it has entered into an amended and updated  share
   purchase agreement to acquire 100% of  the entire issued share capital  of
   Trasna Solutions FZ LLC  (“Trasna”) (“SPA”) by way  of a reverse  takeover
   (“RTO”) (the "Proposed Transaction").

   Highlights

     • Binding SPA values Trasna at an enterprise value of $150,000,000
     • Consideration payable via the issue of new Anemoi shares at a  maximum
       price of £0.02 per ordinary share
     • Proposed consolidation  of  Company’s shares  and  change of  name  to
       Trasna Ltd on completion of RTO
     • Offer to current  warrant holders  to allow  temporary re-pricing  and
       exercise of outstanding warrants at £0.02 per ordinary share

   Background

     • Acquisition of Trasna on an enterprise value of $150,000,000,  payable
       via the issue of new ordinary shares in Anemoi at a price of £0.02 per
       ordinary share  less  the  amount  of   cash  required  to  repay  the
       outstanding  debt  of  Trasna’s   parent  company  (Trasna   Solutions
       Technologies Limited, Ireland)  of $40,000,000  plus accrued  interest
       estimated to amount to ~$8.5m to ~$10m  at the time of closing, to  be
       paid from the  RTO placing  proceeds (“Consideration”),  based on  the
       following Formula:

   Enterprise value  - (Debt  + Accrued  Interest) =  Value of  Shares to  be
   Issued 

   or

   $150m – ($40m + ~$10m) = ~$100m (or ~3.8bn shares)

   It is  anticipated that,  at the  closing  of the  RTO, the  Company  will
   undertake a consolidation of the  number of shares outstanding, to  reduce
   the number of shares outstanding to a reasonable number, which will result
   in an increase in the price of the Company’s shares, such that a 1 for 100
   reverse stock split (consolidation) would  result in the number of  shares
   in issue being divided  by 100, whilst  the price of  the shares would  be
   multiplied by 100. (See Proposed Share Consolidation below).

     • The SPA contains  a number  of conditions precedent  as to  completion
       including, inter alia, that  at or prior  to completion all  operating
       Trasna group entities would be transferred to Trasna ownership.
     • On completion of the Proposed  Transaction the Company will apply  for
       readmission of  the enlarged  group’s shares  to trading  on the  Main
       Market of the London Stock  Exchange in the Equity Shares  (Commercial
       Companies) category.
     • Upon completion of the Proposed  Transaction, it is proposed that  the
       name of the Company be changed to “Trasna Ltd”. 

   Further Details

   The Proposed  Transaction  also  remains subject  to  various  conditions,
   including due  diligence  and a  fundraise  at the  time  of the  RTO  and
   Readmission (defined below). Due to  the size of the Proposed  Transaction
   relative to the Company's market capitalisation, the Proposed  Transaction
   will be classified  as a  reverse takeover.  The Company  will be  seeking
   readmission and trading  of its  shares to the  Equity Shares  (Commercial
   Companies) category on the Main Market  of the London Stock Exchange   and
   will, in due course, publish a prospectus.  

   Shareholders should be aware that there is a possibility that the Proposed
   Transaction will not proceed or that  the terms may change depending  upon
   the outcome of due diligence.  

   Proposed Share Consolidation

   Due  to  the  large  number  of  shares  to  be  issued  as  part  of  the
   Consideration at  the closing  of  the RTO,  the  Board is  considering  a
   consolidation of the Company’s existing ordinary shares on the basis of  1
   new ordinary share for every 100 existing ordinary shares held (the “Share
   Consolidation”).

   Under the Share Consolidation, every  100 existing ordinary shares will be
   consolidated  into  1  new  ordinary  share.  The  effect  of  the   Share
   Consolidation will be to reduce the number of ordinary shares in issue  by
   a factor of 100.

   The Share  Consolidation is  being  contemplated in  order to  reduce  the
   number of shares outstanding  and to create a  share price level that  the
   Directors believe is more appropriate  for the enlarged group and  improve
   marketability to a broader range of investors post-RTO.

   Entitlements arising under the Share Consolidation will be rounded down to
   the nearest  whole  new ordinary  share.  Fractional entitlements  to  new
   ordinary  shares  will  not  be  issued  to  shareholders.  Instead,  such
   fractional entitlements will be aggregated and sold in the market for  the
   benefit of the Company or cancelled.

   The rights attaching to the new ordinary shares would be identical in  all
   respects to those attaching to the existing ordinary shares.

   The Share  Consolidation will  be conditional  upon, among  other  things,
   admission of the new ordinary shares to trading on the Main Market of  the
   London Stock Exchange. The Share Consolidation is expected to take  effect
   prior to, or at, closing of the RTO, however, the Company will update  the
   market in due course. 

    Voluntary Surrender and Subscription Offer to Existing Warrantholders

   Further, the Company’s Board has  resolved to invite all existing  holders
   of A, B and  C class warrants in  the Company (“Warrantholders”) from  the
   date of this announcement  until  1  May 2026,  to enter into a  voluntary
   bilateral surrender and subscription arrangement with the Company.

   Under  the  arrangement,  participating   Warrantholders  will  agree   to
   surrender  their  warrants  to  the  Company  for  cancellation  and,   in
   consideration, be  permitted  to  subscribe for  ordinary  shares  in  the
   Company at a price  of £0.02 per share.  The Board believes this  provides
   existing Warrantholders with an opportunity to participate at an early and
   potentially advantageous stage in the Proposed Transaction, may reduce any
   perceived stock overhang prior to completion  of the RTO and will  provide
   additional capital to  the Company  to further bolster  its balance  sheet
   ahead of the Proposed Transaction.

   Accordingly, all  Warrantholders are  invited, on  a voluntary  basis,  to
   surrender  some  or  all   of  their  warrants   and  subscribe  for   the
   corresponding number of ordinary shares at a price of £0.02per share  (the
   “Offer”).

   The Offer will apply only where  the Company receives, on or before  12.00
   p.m. BST  on   1  May  2026,  duly completed  surrender  and  subscription
   documentation in  the  agreed form  together  with the  full  subscription
   monies,  and  the  relevant  surrender  and  subscription  arrangement  is
   approved by the Board.

   Should all Warrantholders  participate in  the Offer,  the total  proceeds
   would be as follows:

    

   Number of relevant warrants Total proceeds
           96,324,998            £1,926,498

    

   In the event that  a Warrantholder does not  participate in the Offer,  or
   the relevant  surrender  and  subscription  arrangement  does  not  become
   effective, that Warrantholder  will continue to  hold warrants subject  to
   the existing terms of  the warrant instrument  constituting that class  of
   warrants, including as to exercise price and exercise period.

   Any Warrantholders wishing to participate in the Offer should in the first
   instance  contact   the   Company   at  the   following   email   address:
    1 enquiries@anemoi-international.com

    

    

                                      END

                                        

                                        

    

                                         2 www.anemoi-international.com
   Anemoi International Ltd              3 enquiries@anemoi-international.com

                                         
                                         4 www.trasna.io
   Trasna    Solutions     Technologies
   Limited                               5 media@trasna.io

                                         

    

    

   ══════════════════════════════════════════════════════════════════════════

   Dissemination of a Regulatory Announcement that contains inside
   information in accordance with the Market Abuse Regulation (MAR),
   transmitted by  6 EQS Group.
   The issuer is solely responsible for the content of this announcement.

   View original content:  7 EQS News

   ══════════════════════════════════════════════════════════════════════════

   ISIN:          VGG0419A1057
   Category Code: MSCL
   TIDM:          AMOI
   LEI Code:      213800MIKNEVN81JIR76
   Sequence No.:  423795
   EQS News ID:   2307664


    
   End of Announcement EQS News Service

   ══════════════════════════════════════════════════════════════════════════

References

   Visible links
   1. mailto:enquiries@anemoi-international.com
   2. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=3292bdc9c5fdb07c4543574e8636cb60&application_id=2307664&site_id=refinitiv~~~790ea929-3c21-49b8-8ff9-1aed464daef1&application_name=news
   3. mailto:enquiries@anemoi-international.com
   4. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=8900986d836bbb5421910c098bb5a584&application_id=2307664&site_id=refinitiv~~~790ea929-3c21-49b8-8ff9-1aed464daef1&application_name=news
   5. mailto:media@trasna.io
   6. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=f5d50dc7e8798b6eb177f7955e598e60&application_id=2307664&site_id=refinitiv~~~790ea929-3c21-49b8-8ff9-1aed464daef1&application_name=news
   7. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=cce2c398fa060431bb2330e7bde901e9&application_id=2307664&site_id=refinitiv~~~790ea929-3c21-49b8-8ff9-1aed464daef1&application_name=news


============