REG - Peel Hunt LLP AOTI, Inc. - Proposed Placing in AOTI Inc.

AotiAnnouncement

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RNS Number : 2541T  Peel Hunt LLP  30 July 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC
OF SOUTH AFRICA, ISRAEL, OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS
OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS FOR
INFORMATION ONLY AND DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES
IN THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA,
ISRAEL, JAPAN OR ANY OTHER JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

30 July 2025

Proposed Placing of approximately 10 million ordinary shares in AOTI Inc.
("AOTI" or the "Company")

Certain pre-IPO shareholders (the "Sellers") announce their intention to sell,
in aggregate, approximately 10 million ordinary shares (the "Placing Shares")
in the capital of AOTI, representing approximately 9.4 per cent. of the
Company's existing issued ordinary share capital, to eligible institutional
investors (the "Placing").

The price per Placing Share will be determined by way of an accelerated
bookbuilding process to institutional investors. The Placing is subject to
demand, price and prevailing market conditions. The Sellers reserve the right
to sell additional Placing Shares subject to demand. The bookbuilding period
will commence with immediate effect following this announcement and may close
at any time on short notice. The results of the Placing will be announced as
soon as practicable after the closing of the bookbuilding process.

In the context of the Placing, any of the ordinary shares in AOTI held by the
Sellers which are not sold in the Placing will be subject to a 6-month lock-up
undertaking (subject to waiver by the Sole Bookrunner).

The Sellers have appointed Peel Hunt LLP ("Peel Hunt" or the "Sole
Bookrunner") as Sole Bookrunner on the Placing.

AOTI is not party to the Placing and will not receive any proceeds from the
Placing.

ENQUIRIES

Peel Hunt LLP (Sole Bookrunner)

Dr. Christopher Golden / Benjamin Harris

Sohail Akbar / Ambika Bose

+44 (0) 20 7418 8900

 

IMPORTANT NOTICES

This announcement is not for publication or distribution or release, directly
or indirectly, in or into the United States of America (including its
territories and possessions, any state of the United States and the District
of Columbia), Canada, Australia, the Republic of South Africa, Israel, Japan
or any other jurisdiction where such an announcement would be unlawful. The
distribution of this announcement and the offer and sale of the Placing Shares
may be restricted by law in certain jurisdictions and persons into whose
possession this document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any failure to
comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction. No action has been taken that would permit an
offering of the Placing Shares or possession or distribution of this
announcement in any jurisdiction where action for that purpose is required.

This announcement does not constitute or form part of an offer for sale or
solicitation of an offer to purchase or subscribe for securities in the United
States, Canada, Australia, the Republic of South Africa, Israel, Japan or any
other jurisdiction. The Placing Shares have not been and will not be
registered under the United States Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold, directly or indirectly, in
the United States, absent registration under or an exemption from, or
transaction not subject to, the registration requirements of, the Securities
Act. No public offering of securities is being made in the United States or in
any other jurisdiction. Accordingly, the Placing Shares will be offered and
sold only (i) outside of the United States in "offshore transactions" to
persons who are not "U.S. persons" within the meaning of and pursuant to
Regulation S under the Securities Act; and (ii) within the United States only
to persons who are reasonably believed to be "qualified institutional buyers"
(as defined in Rule 144A under the Securities Act) and otherwise in accordance
with applicable law and who have delivered to Peel Hunt a US investor letter
substantially in the form provided to it, in each case, pursuant to an
exemption from, or in a transaction not subject to, registration under the
Securities Act.

The Placing has not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or
any US regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing, or the accuracy or adequacy of
this announcement. Any representation to the contrary is a criminal offence in
the United States.

Members of the general public are not eligible to participate in the Placing.

A communication that a transaction is or that the book is "covered" (i.e.
indicated demand from investors in the book equals or exceeds the amount of
the securities being offered) is not any indication or assurance that the book
will remain covered or that the transaction and securities will be fully
distributed by the Sole Bookrunner.

In member states of the European Economic Area ("EEA") (each, a "Relevant
Member State"), this announcement and any offer of Placing Shares if made
subsequently is directed exclusively at persons who are "qualified investors"
within the meaning of the Regulation (EU) 2017/1129 (the "Prospectus
Regulation").

In the United Kingdom, this announcement is only being distributed to, and is
only directed at, and any investment or investment activity to which this
announcement relates is available only to, and will be engaged in only with,
persons who are "qualified investors" within the meaning of the UK Prospectus
Regulation and who are (i) investment professionals falling with Article 19(5)
of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended) (the "Order"); or (ii) high net worth entities falling
within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom an
offer of the Placing Shares may otherwise be lawfully communicated (all such
persons together being referred to as "relevant persons"). Persons who are not
relevant persons should not take any action on the basis of this announcement
and should not act or rely on it. For these purposes, the expression "UK
Prospectus Regulation" means the Prospectus Regulation as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018.

No prospectus or offering document has been or will be prepared in connection
with the Placing. Any investment decision to buy securities in connection with
the Placing must be made on the basis of all publicly available information
relating to AOTI and AOTI's shares. Such information has not been
independently verified by any of the Sellers, the Sole Bookrunner or any of
their respective affiliates. The information contained in this announcement is
for background purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained in this
announcement or its accuracy or completeness and this announcement should not
be considered a recommendation by any Seller, Peel Hunt, or any of their
respective affiliates in relation to any purchase of securities of the
Company.

In connection with the Placing, Peel Hunt or any of its affiliates may take up
a portion of the Placing Shares as a principal position and in that capacity
may retain, purchase, sell, offer to sell for its own account such Placing
Shares and other securities of AOTI or related investments in connection with
the Placing or otherwise. Accordingly, references to the Placing Shares being
issued, offered, subscribed, acquired, placed or otherwise dealt in should be
read as including any issue or offer to, or subscription, acquisition, placing
or dealing by Peel Hunt and any of its affiliates acting as an investors for
their own account. Peel Hunt does not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.

This announcement does not purport to identify or suggest the risks (direct or
indirect) which may be associated with an investment in AOTI or its shares.

Peel Hunt is authorised and regulated in the United Kingdom by the Financial
Conduct Authority. Peel Hunt is acting for the Sellers only in connection with
the Placing and no one else, and will not be responsible to anyone other than
the Sellers for providing the protections offered to its clients nor for
providing advice in relation to the Placing Shares or the Placing, the
contents of this announcement or any transaction, arrangement or other matter
referred to in this announcement.

Neither Peel Hunt nor any of its directors, officers, employees, advisers or
affiliates accepts any responsibility whatsoever and makes no representation
or warranty, express or implied, for the contents of this announcement,
including its accuracy, completeness or verification or for any other
information in connection with the Sellers, the Company or its subsidiaries
and/or the Placing, and nothing in this announcement is or shall be relied
upon as a promise or representation in this respect, whether as to the past or
the future. Peel Hunt accordingly disclaims to the fullest extent permitted by
law all and any responsibility and liability, whether arising in tort,
contract or otherwise, which it might otherwise have in respect of this
announcement and any such statement.

References to time in this announcement are to London time, unless otherwise
stated. All times and dates in this announcement may be subject to amendment.

ENDS

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