REG-Anemoi International Ltd Anemoi International Ltd: Proposed Acquisition of Trasna Solutions Technologies Limited

Anemoi InternationalAnnouncement

27/10/2025 07:15

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   Anemoi International Ltd (AMOI)
   Anemoi International Ltd: Proposed Acquisition of Trasna Solutions
   Technologies Limited

   27-Oct-2025 / 07:15 GMT/BST

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   Anemoi International Ltd

    

                            Anemoi International Ltd

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

                          ("Anemoi" or the "Company")

                                        

     Proposed Acquisition of Trasna Solutions Technologies Limited

    

   The Company is pleased to announce that it has entered into a  non-binding
   term sheet (the “Term Sheet”) for the proposed acquisition of 100% of  the
   issued share capital of  Trasna Solutions Technologies Limited  (“Trasna”)
   by way of a reverse takeover (“RTO”) (the "Proposed Transaction").

   Highlights

     • Acquisition of Trasna for total  consideration of up to £150  million,
       payable entirely via the issue of  new ordinary shares in Anemoi at  a
       price of £0.02  per ordinary  share, which represents  a rounded  book
       value per share as at 30 June 2025.

    

     • Headquartered in Ireland,  Trasna provides hardware  and software  for
       cellular connectivity solutions and has a presence in Ireland, France,
       Germany, Italy, India and the UAE

    

     • On completion of the Proposed  Transaction the Company will apply  for
       re-admission of the  enlarged group’s  shares to trading  on the  Main
       Market of the London Stock  Exchange in the Equity Shares  (Commercial
       Companies) category

    

     • The Term Sheet is binding as to exclusivity until 31 December 2025 and
       may only be terminated earlier by mutual consent

    

     • Upon completion of the Proposed  Transaction, it is proposed that  the
       name of the Company be changed to “Trasna Technologies Ltd”

    

     • The Proposed Transaction was introduced  to the Company by  Peterhouse
       Capital Ltd, its broker

   Trasna Solutions Technologies Limited

   About Trasna

     1 https://www.trasna.io/

   Trasna is a global technology leader specialising in semiconductor and
   mobile Internet of Things (“IoT”) solutions. With more than 600 employees
   and 200 clients worldwide, it combines expertise in semiconductors, secure
   data management, edge computing, AI, and blockchain to create innovative,
   end-to-end solutions - from chip design and SIM manufacturing to
   over-the-air subscription and device management.

   Trasna is a  forward-thinking, technology-driven  company considered  more
   agile and leaner than traditional  market players, providing value to  its
   clients through security, efficiency, and innovation. From chip to  cloud,
   it offers advanced  solutions that  connect people and  devices at  scale,
   enabling transformative experiences for mass IoT.

   Trasna provides end-to-end cellular IoT solutions with a fully  integrated
   hardware and software stack,  providing complete IoT lifecycle  management
   solutions. Trasna’s aim  is the  simplification of mass  IoT, focusing  on
   security, efficiency, and innovation. Trasna has been hailed as one of the
   most complete, innovative, and  fastest-to-deploy eSIM solution  providers
   in the World.

   Rationale for the Proposed Transaction

   The Directors  of  Anemoi  consider  the  Proposed  Transaction  to  be  a
   transformational,   value   enhancing   transaction   for   all    Company
   stakeholders, and one  which is  fully aligned with  the Company's  stated
   strategy to  identify  a  RTO  target  of  size  and  demonstrable  growth
   potential.     

   Proposed Transaction Details

   Pursuant to the Term  Sheet, it is proposed  that the entire issued  share
   capital of  Trasna be  acquired  for total  consideration  of up  to  £150
   million to be  satisfied entirely by  the issue of  new ordinary shares  /
   depositary interests in the capital of the Company to the shareholders  of
   Trasna (“Consideration Shares”) at  a price of  £0.02 per ordinary  share,
   which represents a rounded book value per share as at 30 June 2025.

   Post-RTO, the Consideration Shares will represent approximately 95% of the
   share capital of the enlarged group.

   The Term Sheet is binding as to exclusivity until 31 December 2025 and may
   only be terminated earlier by mutual consent.

   Upon completion of the Proposed Transaction, it is proposed that the  name
   of the Company be changed to Trasna Technologies Ltd.

   The Proposed Transaction remains subject to various conditions,  including
   full due diligence and a fundraise at the time of the RTO and Re-admission
   (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 re-admission
   and trading  of its  shares to  the Equity  Shares (Commercial  Companies)
   category on the Main Market of the London Stock Exchange  (“Re-admission”)
   and will, in due course, publish a prospectus.  

   Following Re-admission,  the board  of Anemoi  will comprise  3  directors
   appointed by Trasna and  2 remaining Anemoi  directors, Duncan Soukup  and
   Richard Emanuel.

   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.  The Company will provide further updates on
   the Proposed Transaction in due course.

   Duncan Soukup, Chairman of Anemoi, commented:

   "We are extremely pleased  to have signed heads  of terms with Trasna.  We
   believe the  proposed transaction  presents  a significant,  and  scalable
   growth opportunity for both AMOI- as well as Trasna shareholders; we  look
   forward to working with the Trasna team."

   Stéphane Fund, Founder and CEO of Trasna, commented:

   "This marks a defining moment in Trasna’s journey. By joining forces  with
   Anemoi, we are  opening a new  chapter. One that  gives Trasna the  reach,
   visibility, and capital framework  of a listed  company. Our goal  remains
   clear: to make connected devices smarter, more secure, and more accessible
   worldwide”

    

    

                                      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

                                         

    

    

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

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   ISIN:          VGG0419A1057
   Category Code: MSCU
   TIDM:          AMOI
   LEI Code:      213800MIKNEVN81JIR76
   Sequence No.:  406211
   EQS News ID:   2218686


    
   End of Announcement EQS News Service

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References

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   5. mailto:media@trasna.io


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