Dukemount Capital - New Strategy and Business Updates
29/01/2025 12:58
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RNS Number : 1581V Dukemount Capital PLC 29 January 2025
29 January 2025
Dukemount Capital Plc
(the "Company")
New Strategy, Proposed Change of Name, Business Update, Board Changes,
Directors' Remuneration and Grant of Share Options and Debt to Equity Issuance
The Board of Dukemount Capital (LSE: DKE) is pleased to announce that the
Company is to change its name to capAI Plc, as part of a strategic
repositioning of the Company's activities to henceforth solely focus on the
Artificial Intelligence ("Al") space and seek significant capital growth. The
Company will also change its ticker symbol to "CPAI" to reflect these changes.
By leveraging the experience, connectivity and existing investment exposure of
the Company's current and proposed Directors and key stakeholders, the Company
intends to become an integral participant in the nascent but burgeoning UK AI
marketplace. The Board of Directors believes that the capAI name aligns with
and better reflects the Company's immediate strategic intentions. The Company
is in advanced discussions relating to the proposed first move by capAI into
the Al sector and shareholders can look forward to further news regarding
these matters in the near future.
The change of name will be effective once Companies House has issued a
certificate of incorporation on change of name and a further announcement will
be made when the name and ticker changes are formally effective. Until such
time, trading will continue under the "DKE" stock ticker.
Highlights
• All legacy financial and personnel issues relating to the
Company's previous activities now addressed. Company's current running costs
now able to be met for foreseeable future from current cash resources.
• Strategic re-positioning, to solely focus on the AI and Deep Tech
space.
• Intended name change to capAI Plc.
• Board changes which include the immediate appointment of two new
Non-executive Directors.
• First move underpinning strategic Al pivot expected imminently.
• Grant of share options and settlement of professional service
fees.
Strategic Re-Focus
The Company intends to focus on acquisitions, partnerships and investments in
the Al and Deep Tech space.
The Board considers that the space is currently one of the most exciting and
fast-moving sectors in the market and that 2025 will be a pivotal and
transformation year. In particular, it is seeing compelling opportunities
which have the potential for significant capital growth.
The Company aims to adopt a very selective and 'razor-focused' strategy in
regards to acquisitions and investments it will be making in the Al
marketplace. The Board is hopeful that the first implementation of this
strategy will be announced shortly, and will clearly demonstrate the emphasis
on 'quality, not quantity'.
Change of Name
Given the new strategic focus, the Company intends to change its name to capAI
Plc.
Business Update
Whilst the last couple of years have been extremely challenging across public
capital markets globally, the Company is delighted to report that it has now
completed the financial, commercial, regulatory and personnel restructuring of
the Company, creating the platform for today's launch of capAI Plc
As a result of these restructuring efforts since the Board changes last
October, the Company is now very "clean" and in a strong position to implement
its new strategic re-focus and to take full advantage of improvements in
market conditions.
The Company has a cash runway for the foreseeable future to meet current
day-to-day running costs. Hence, stakeholders can be assured that the Board
will only look to raise additional capital as and when appropriate, and only
to directly further the Company's ambitious plans in regards to its AI
strategy.
Board Changes
In order to provide the Company with the necessary generic financial and
strategic experience and expertise to move forward with its exciting new
strategic focus, the Company announces that Sarah Davy and Marcus Yeoman have
been appointed to the board as Non-executive Directors, with immediate effect.
Sarah Davy, is a highly experienced accounting and tax professional with a
strong background in strategy and significant experience in dealing with
complex, high-value and international transactions. She is a Trust and Estate
Practitioner and also a Taxation Technician. Sarah works alongside Richard
Edwards as a Partner at a boutique firm of Chartered Accountants.
No information is required to be disclosed by Sarah Davy, pursuant to
paragraph 6.4.8R of the Listing Rules.
Marcus Yeoman is Chairman of Medcaw Investments PLC and was senior
Non-executive Director of reach4entertainment plc and a number of other quoted
companies over the last 20 years. He is also a Non-executive Director of a
number of private companies which have engaged him principally to assist them
with their growth strategies. His early career started with the formation of
three companies in IT infrastructure and distribution, after which he moved
into small company broking and corporate work with Rathbone Stockbrokers
Limited and Cheviot Capital (Nominees) Limited. In 2003, Marcus established
Springtime Consultants Ltd to act as a consultant to a number of listed
companies and SME ventures with ambitious business plans in a variety of high
growth sectors.
In addition to his appointment to the board, Marcus Yeoman holds (or has held)
the following directorships in publicly listed companies in the past five
years:
Current directorships Previous directorships
Medcaw Investments PLC Intosol Holdings PLC
Reach4Entertainment PLC
Marcus was appointed as a director of Hancock Scotland on 3 March 2020. On 10
May 2022, the court issued a winding-up order for the company, which remains
ongoing and has not yet been completed.
No further information is required to be disclosed by Marcus Yeoman, pursuant
to paragraph 6.4.8R of the Listing Rules.
The Board are also in discussions with other individuals, with a view to
bringing to capAI, industry-leading specialist AI knowledge either as a
Director or Adviser to the Board.
As part of the changes, Paul Gazzard has stepped down as a Non-executive
Director with immediate effect.
Directors' Remuneration and Grant of Share Options
To preserve cash, the Directors have neither accrued, nor been paid, any
salaries to date and Richard Edwards has spent significant time on the
Company's affairs, since his appointment in October 2024, to tidy the
Company's affairs and bring the current strategy to fruition.
He has agreed to neither accrue, nor be paid, a salary for a further three
months and for this to reviewed again at that stage, in light of the Company's
performance over this period. Sarah Davy and Marcus Yeoman will each accrue
an annual salary of £25,000 per annum but Sarah will be paid only when the
Company is in a position to do so.
In light of the above, the Company has today granted options ("Options") over
its ordinary shares of £0.00001 in the Company ("Ordinary Shares") to the
following Directors on the following terms, to align themselves with
shareholders and only reward them in the event of significant share price
appreciation.
Share Option Terms Sarah Davy
Richard Edwards Non-Executive Director Total
Executive Director Number Number Number
Vesting if closing mid-market price exceeds £0.0005* 160,000,000 40,000,000 200,000,000
Vesting if closing mid-market 120,000,000 30,000,000 150,000,000
price exceeds £0.00010 **
Vesting if closing mid-market price exceeds £0.0015 *** 120,000,000 30,000,000 150,000,000
*Vesting if closing mid-market price exceeds £0.0005 and have no performance
conditions attached other than continued employment by the Company (or other
Group company).
**Vesting if closing mid-market price exceeds £0.0010 and the appropriate
Director has been in continuous employment for six months. They have no
performance conditions attached other than continued employment by the Company
(or other Group company).
***Vesting if closing mid-market price exceeds £0.0015 and the appropriate
Director has been in continuous employment for twelve months. They have no
performance conditions attached other than continued employment by the Company
(or other Group company).
The exercise price of the Options is £0.000315 per share, being the closing
mid-market price of an Ordinary Share on 28 January 2025, the last practicable
date prior to the grant of the Options.
Settlement of Fees in Shares
The Company has agreed to issue 114,285,713 new Ordinary Shares to settle
outstanding professional fees at £0.000315 per share. Included in this total
are 50,793,650 shares being issued to Coat Capital Ltd (of which Richard
Edwards is a Director) in order to satisfy accountancy fees of £16,000 which
included bookkeeping, preparation of the financial statements, liaising with
the auditors and taxation work. This work was over and above his Director's
duties and the fee represents a 20% reduction to the fee charged by the
Company's external accountants last year for the same work and preserves cash
as well.
The issue of these shares will be included in the next application to the FCA
and the London Stock Exchange for admission of Ordinary Shares.
Comment
"I am extremely excited with the Company's move into the Al and Deep Tech
space; I strongly believe the future is now.
I am also delighted that Sarah and Marcus have agreed to join the Board.
I have known and worked with Sarah for over 20 years and have valued her blue
sky thinking. Her skillset is a perfect fit for us as we evaluate investment
and acquisition opportunities.
Marcus is also an excellent addition to the Board as he has significant
experience on both sides of the fence, as a director and a professional
investor, and therefore will be invaluable to us as an independent
Non-executive Director.
I would also like to thank Paul Gazzard for all his hard work and wish him the
very best for the future."
For further information please follow us now on X @capAIplc
Company
Dukemount Capital Plc info@dukemountplc.com (mailto:info@dukemountplc.com)
Broker Enquiries:
Peterhouse Capital Limited Tel: +44 (0) 207 469 0930
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.
Details of the person discharging managerial responsibilities/ person closely
associated
1.
a) Name Richard Edwards
2. Reason for the Notification
a) Position/status Executive Director
b) Initial notification/Amendment Initial Notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Dukemount Capital Plc
b) LEI 213800IVPZ932NP24O44
Details of the transaction{s): section to be repeated for {i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
4. place where transactions have been conducted
Description of the Financial instrument, type of instrument
Identification code Ordinary Shares of £0.0001 each
a)
ISIN: GB00BMWC6Q55
b) Nature of the transaction Fee shares issued to Coat Capital Ltd of which Richard Edwards is a director.
Price Volume
c) Price(s) and volume(s)
£0.000315 per share 50,793,650
d) Aggregated information:
-Aggregated volume 50,793,650
-Price £0.000315 per share
e) Date of the transaction 29 January 2025
f) Place of the transaction Outside of a trading venue
g) Date of the transaction 29 January 2025
h) Place of the transaction Outside of a trading venue
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.
Details of the person discharging managerial responsibilities/ person closely
associated
1.
a) Name 1) Richard Edwards
2) Sarah Davy
2. Reason for the Notification
a) Position/status 1) Executive Director
2) Non-Executive Director
Initial notification/Amendment Initial Notification
b)
Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
3.
a) Name Dukemount Capital Plc
b) LEI 213800IVPZ932NP24O44
Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
4. place where transactions have been conducted
Description of the Financial instrument, type of instrument
Ordinary Shares of £0.0001 each
a) Identification code
ISIN: GB00BMWC6Q55
Nature of the transaction Grant of options
b)
Exercise Price(s) Volume(s)
c) Price(s) and volume(s)
1) £0.000315 per share 400,000,000
2) £0.000315 per share 100,000,000
d) Aggregated information:
-Aggregated volume 500,000,000
-Price £0.000315 per share
f) Place of the transaction Outside of a trading venue
g) Date of the transaction 29 January 2025
h) Place of the transaction Outside of a trading venue
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