RCS - Medpal AI PLC - WRAP Retail Offer for up to £360,600

AppleAnnouncement

20/08/2025 09:00

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RNS Number : 0574W  Medpal AI PLC  20 August 2025

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OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY WINTERFLOOD SECURITIES LIMITED WHICH IS AUTHORISED AND REGULATED
BY THE FINANCIAL CONDUCT AUTHORITY (FRN 141455).

 

20 August 2025

 

MedPal AI Plc

("MedPal AI" or the "Company")

 

WRAP Retail Offer for up to £360,600

 

MedPal AI plc (AIM: MPAL), the digital health platform, is pleased to announce
a retail offer via the Winterflood Retail Access Platform ("WRAP") in
conjunction with its AIM IPO, to raise up to £360,600 (the "WRAP Retail
Offer") through the issue of new ordinary shares of £0.0002 each in the
capital of the Company ("WRAP Retail Offer Shares").

 

Under the WRAP Retail Offer, WRAP Retail Offer Shares will be made available
at a price of £0.04 per share. In addition to the WRAP Retail Offer and as
announced via the Company's Schedule One announcement on 20 August 2025, the
Company has, subject to Admission (as defined below), completed a placing of
£1,639,400 (before expenses) (the "Placing") in conjunction with the
Company's Admission to trading on AIM ("Admission").

 

Following the publication of the Company's AIM Admission Document on 20 August
2025, it is anticipated that Admission will become effective and that dealings
in the Ordinary Shares pursuant to the Company's Admission to trading on AIM
will commence at 8.00 a.m. on 26 August 2025. Further information on MedPal AI
and its business is set out in the Admission Document expected to be published
shortly. Upon publication, copies of the Admission Document will be available
on the Company's website at https://www.medpalplc.com/admission-document
(https://www.medpalplc.com/admission-document)

 

MedPal AI is a UK-based digital health and artificial intelligence company
focused on wellness management. The Company's core product is a non-clinical,
digital health app that aggregates and monitors users' health metrics and
provides wellness guidance. MedPal AI does not provide medical advice but
signposts users to appropriate care when needed.  The MedPal AI app is able
to connect to over 100 fitness apps and wearables on Apple iOS and Google
Android operating systems, aggregating an individual's health data into one
unified profile. MedPal AI uses AI to provide wellbeing monitoring, lifestyle
advice and bio-hacks based on real-time data.  It is now seeking Admission to
trading on AIM and to raise funds under the Fundraise to finance further
development and sales of the MedPal AI app.

 

 

For the avoidance of doubt, the WRAP Retail Offer is not part of the Placing
or Admission and the WRAP Retail Offer will complete upon Admission. It is
anticipated that Admission will become effective and that dealings in the
existing ordinary shares, the Placing Shares and the WRAP Retail Offer Shares
will commence on AIM at 8.00 a.m. on 26 August 2025.

 

 

Admission Document

The Company has published an Admission Document in compliance with the AIM
Rules for Companies published by London Stock Exchange for a quoted applicant.
It includes, inter alia, all information that is, under these rules, required
for an admission document. Information which is public includes, without
limitation, all information available on the Company's website (collectively,
the "Public Record"). The Public Record can be accessed freely. Further, the
contents of the Schedule One announcement and any Appendix to the Schedule One
Announcement have not been approved by an authorised person for the purposes
of section 21 of FSMA, nor will not be filed with or approved by the FCA or
any other government or regulatory authority in the UK.

 

 

WRAP Retail Offer

 

The Company is making the WRAP Retail Offer open to eligible investors
resident and physically located in the United Kingdom, following release of
this announcement and through certain financial intermediaries.

 

A number of retail platforms are able to access the WRAP Retail Offer.
Non-holders or existing shareholders wishing to subscribe for Retail Offer
Shares should contact their broker or wealth manager who will confirm if they
are participating in the Retail Offer.

 

Retail brokers wishing to participate in the Retail Offer on behalf of
eligible retail investors, should contact WRAP@winterflood.com.

 

The Retail Offer is expected to close at 4:00 p.m. on 21 August 2025. Eligible
retail investors should note that financial intermediaries may have earlier
closing times. The result of the Retail Offer is expected to be announced by
the Company on or around 22 August 2025.

 

To be eligible to participate in the Retail Offer, applicants must be a
customer of a participating intermediary including individuals aged 18 years
or over, companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations.

 

There is a minimum subscription of £100 per investor under the Retail Offer.
The terms and conditions on which investors subscribe will be provided by the
relevant financial intermediaries including relevant commission or fee
charges.

 

The Company reserves the right to amend the size of the retail offer at its
discretion. The Company reserves the right to scale back any order and to
reject any application for subscription under the WRAP Retail Offer without
giving any reason for such rejection.

 

It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an intermediary, it cannot be withdrawn.

 

The Retail Offer Shares will, when issued, be credited as fully paid, and have
the right to receive all dividends and other distributions declared, made or
paid after their date of issue.

 

It is a term of the WRAP Retail Offer that the total value of the WRAP Retail
Offer Shares available for subscription at the Placing Price does not exceed
£360,600, or such size as agreed by the Company.

 

No offering document, prospectus or admission document has been or will be
submitted to be approved by the Financial Conduct Authority (or any other
authority) in relation to the WRAP Retail Offer, and investors' commitments
will be made solely on the basis of the information contained in this
announcement, the admission document available on the Company's website
at www.medpalplc.com (http://www.medpalplc.com)   and any information that
has been published by or on behalf of the Company prior to the date of this
announcement by notification to a Regulatory Information Service in accordance
with the Financial Conduct Authority's Disclosure Guidance and Transparency
Rules, the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") and
MAR as it forms part of United Kingdom law by virtue of the European Union
(Withdrawal) Act 2018 (as amended).

 

It is a term of the Retail Offer that the total value of the Retail Offer
Shares available for subscription at the Issue Price does not exceed EUR 8
million (or the equivalent amount in GBP, calculated in accordance with the
Prospectus Rules Regulations sourcebook of the Financial Conduct Authority
(the "FCA").

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for WRAP Retail Offer Shares and
investment in the Company carries a number of risks, including the risk that
investors may lose their entire investment. Investors should take independent
advice from a person experienced in advising on investment in securities such
as the ordinary shares if they are in any doubt.

 

AIM is a market designed primarily for emerging or smaller companies to which
a higher investment risk tends to be attached than to larger or more
established companies. AIM securities are not admitted to the Official List
of the Financial Conduct Authority . An investment in the Company may not be
suitable for all recipients of this document. Any such investment is
speculative and involves a high degree of risk. Prospective investors should
carefully consider whether an investment in the Company is suitable for them
in light of their circumstances and the financial resources available to
them.

 

The value of ordinary shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

The WRAP Retail Offer is offered in the United Kingdom under the exemption
from the requirement to publish a prospectus in sections 86(1)(e) and 86(4) of
FSMA. As such, there is no need for publication of a prospectus pursuant to
the United Kingdom version of Regulation (EU) 2017/1129 as it forms part of
United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended), or for approval of the same by the FCA. The Retail Offer is not
being made into any jurisdiction other than the United Kingdom.

 

The Company has published an admission document in compliance with the
requirements of AIM and is issued in connection with the proposed admission of
MedPal AI plc to trading on AIM ("Admission Document"). The Admission Document
does not constitute a prospectus. The Admission Document is not an approved
prospectus for the purposes of, and as defined in, section 85 of FSMA, has not
been prepared in accordance with the Prospectus Rules and its contents have
not been approved by the FCA or any other authority which could be a competent
authority for the purposes of the Prospectus Regulation. The Admission
Document will not be filed with or approved by the FCA or any other government
or regulatory authority in the UK.

 

 

 MedPal AI plc                       www.medpalplc.com (https://www.medpalplc.com/)

 Jason Drummond

 Clear Capital Markets Limited       +44(0) 20 3869 6080

 Bob Roberts

 Winterflood Retail Access Platform  WRAP@winterflood.com

 Sophia Bechev, Kaitlan Billings     +44(0) 20 3100 0214

Further information on the Company can be found on its website at
www.medpalplc.com

 

The Company's LEI is 984500EDP8B0A14CBA61

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

 

Important Notices

 

This announcement, which has been prepared by and is the sole responsibility
of the Company has been approved for the purposes of Section 21 of the
Financial Services and Markets Act 2000 ("FSMA") by Winterflood Securities
Limited ("Winterflood"), which is authorised and regulated by the Financial
Conduct Authority.

 

The release, publication or distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose possession
any 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.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The Ordinary Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States. No public
offering of the Ordinary Shares is being made in the United States. The
Ordinary Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with, Regulation S
under the US Securities Act ("Regulation S") to non-US persons (within the
meaning of Regulation S). In addition, the Company has not been, and will not
be, registered under the US Investment Company Act of 1940, as amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Ordinary Shares in the United
States, Australia, Canada, New Zealand, Japan, the Republic of South Africa,
any member state of the EEA or any other jurisdiction in which such offer or
solicitation is or may be unlawful. No public offer of the securities referred
to herein is being made in any such jurisdiction.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This announcement is
not an offer of securities for sale into the United States.  The securities
referred to herein have not been and will not be registered under the US
Securities Act, and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration.  No public offering of
securities is being made in the United States.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
(registered address at Riverbank House, 2 Swan Lane, London EC4R 3GA; FRN
141455). Winterflood is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for the Company and for
no-one else and will not regard any other person (whether or not a recipient
of this announcement) as its client in relation to the Retail Offer and will
not be responsible to anyone other than the Company for providing the
protections afforded to its clients, nor for providing advice in connection
with the Retail Offer, Admission and the other arrangements referred to in
this announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Winterflood expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the FCA,
the London Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Winterflood or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Winterflood and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The Ordinary Shares to be issued or sold pursuant to the Retail Offer will not
be admitted to trading on any stock exchange other than the London Stock
Exchange.

 

Cairn Financial Advisers LLP ("Cairn"), which is authorised and regulated by
the FCA in the United Kingdom, is acting as Nominated Adviser to the Company
in connection with the Company's admission to AIM. Cairn has not authorised
the contents of, or any part of, this announcement, and no liability
whatsoever is accepted by Cairn for the accuracy of any information or
opinions contained in this announcement or for the omission of any material
information. The responsibilities of Cairn as the Company's Nominated Adviser
under the Market Rules for Companies and the Market Rules for Nominated
Advisers are owed solely to London Stock Exchange plc and are not owed to the
Company or to any director or shareholder of the Company or any other person,
in respect of its decision to acquire shares in the capital of the Company in
reliance on any part of this announcement, or otherwise.

 

Clear Capital Markets Limited ("Clear Capital") is authorised and regulated by
the FCA in the United Kingdom. Clear Capital is acting solely as broker
exclusively for the Company and no one else in connection with the Placing and
will not regard any other person (whether or not a recipient of this
Announcement) as its client in relation to the Placing  or the contents of
this Announcement nor will it be responsible to anyone other than the Company
for providing the protections afforded to its clients or for providing advice
in relation to the contents of this Announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on Clear
Capital by FSMA or the regulatory regime established thereunder, Clear Capital
accepts no responsibility whatsoever, and makes no representation or warranty,
express or implied, for the WRAP Retail Offeror the contents of this
Announcement including its accuracy, completeness or verification or for any
other statement made or purported to be made by it, or on behalf of it, the
Company or any other person, in connection with the Company and the contents
of this Announcement, whether as to the past or the future. Clear Capital
accordingly disclaims all and any liability whatsoever, whether arising in
tort, contract or otherwise (save as referred to above), which it might
otherwise have in respect of the contents of this Announcement or any such
statement.

 

Notice to distributors solely for the purposes of Paragraph 3.2.7R regarding
the responsibilities of UK Manufacturers under the Product Governance
requirements contained within Chapter 3 of the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
UK Product Governance Requirements) may otherwise have with respect thereto,
the Ordinary Shares have been subject to a product approval process, which has
determined that the Ordinary Shares are: (i) compatible with an end target
market of (a) retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties, each as defined in UK
Product Governance Requirements; and (ii) eligible for distribution through
all distribution channels as are permitted by UK Product Governance
Requirements (the "Target Market Assessment"). Notwithstanding the Target
Market Assessment, distributors should note that: the price of the Ordinary
Shares may decline and investors could lose all or part of their investment;
the Ordinary Shares offer no guaranteed income and no capital protection; and
an investment in the Ordinary Shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any contractual,
legal or regulatory selling restrictions in relation to the Fundraise. For the
avoidance of doubt, the Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of MiFID II; or
(b) a recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to, the Ordinary
Shares. Each distributor is responsible for undertaking its own target market
assessment in respect of the Ordinary Shares and determining appropriate
distribution channels.

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