RNS Number : 0688L
Capai PLC
02 June 2025
TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
GB00BMWC6Q55
Issuer Name
CAPAI PLC
UK or Non-UK Issuer
UK
2. Reason for Notification
An acquisition or disposal of voting rights
3. Details of person subject to the notification obligation
Name
Richard Edwards
City of registered office (if applicable)
Martock
Country of registered office (if applicable)
United Kingdom
4. Details of the shareholder
Name
City of registered office
Country of registered office
Richard Edwards' trading accounts (54,000,000 Ordinary Shares)
Martock
United Kingdom
Charlotte Edwards' ISA (33,500,000 Ordinary Shares)
Martock
United Kingdom
Richard Edwards' SIPP (148,500,000 Ordinary Shares)
Martock
United Kingdom
Charlotte Edwards' SIPP (69,000,000 Ordinary Shares)
Martock
United Kingdom
Coat Capital Ltd, which Richard Edwards and Charlotte Edwards are the ultimate controlling persons of on a 50% / 50% basis (50,793,650 Ordinary Shares)
Martock
United Kingdom
5. Date on which the threshold was crossed or reached
02-Jun-2025
6. Date on which Issuer notified
02-Jun-2025
7. Total positions of person(s) subject to the notification obligation
% of voting rights attached to shares (total of 8.A)
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)
Total of both in % (8.A + 8.B)
Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached
11.01
0.00
11.01
355793650
Position of previous notification (if applicable)
23.39
0.00
23.39
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
8A. Voting rights attached to shares
Class/Type of shares ISIN code(if possible)
Number of direct voting rights (DTR5.1)
Number of indirect voting rights (DTR5.2.1)
% of direct voting rights (DTR5.1)
% of indirect voting rights (DTR5.2.1)
GB00BMWC6Q55
355793650
0
11.01
0.00
Sub Total 8.A
355793650
11.01%
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
Type of financial instrument
Expiration date
Exercise/conversion period
Number of voting rights that may be acquired if the instrument is exercised/converted
% of voting rights
Sub Total 8.B1
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
Type of financial instrument
Expiration date
Exercise/conversion period
Physical or cash settlement
Number of voting rights
% of voting rights
Sub Total 8.B2
9. Information in relation to the person subject to the notification obligation
1. Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.
Ultimate controlling person
Name of controlled undertaking
% of voting rights if it equals or is higher than the notifiable threshold
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold
Total of both if it equals or is higher than the notifiable threshold
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
This notification has been made following the borrowing by capAI plc ("capAI") of 400,000,000 ordinary shares of nominal value £0.00001 each in the capital of capAI (the "Borrowed Shares") from Richard Edwards (a director of capAI designated as Executive Chairman) on 2 June 2025, pursuant to an English law governed stock loan agreement (cast as a deed) entered into between capAI and Richard Edwards dated 28 May 2025 (the "Stock Loan Agreement").
capAI has stated it that expects to publish its interim results for the period to 31 March 2025 on 30 June 2025 and therefore capAI would be in a closed period (for the purposes of Regulation 2014/596/EU, which is part of the domestic law of the United Kingdom of Great Britain and Northern Ireland pursuant to the Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310) ("UK MAR")) from 31 May 2025 onwards.
The Stock Loan Agreement was entered into prior to the commencement of the closed period.
Mr Edwards is a person discharging managerial responsibilities (for the purposes of UK MAR) of capAI.
Certain transactions, including, but not limited to, the delivery by Mr Edwards of the Borrowed Shares to capAI and the delivery by capAI of equivalent securities to Mr Edwards, under the Stock Loan Agreement will take effect during the closed period, however capAI's view is that these transactions are compliant with UK MAR as the only actions within the closed period will be the implementation of actions resulting from irrevocable decisions made and instructions provided by the board of directors of capAI prior to the commencement of the closed period (for the purposes of UK MAR).
Reference has been made to the RNS published by capAI on 29 May 2025 (RNS number: 5031K), which states the total voting rights denominator is 3,231,830,636.
12. Date of Completion
02-Jun-2025
13. Place Of Completion
United Kingdom
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