REG - capAI PLC - Exercise of Warrants, TVR and Other Updates

capAIAnnouncement

04/11/2025 15:15

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RNS Number : 1654G  capAI PLC  04 November 2025

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DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW.

 

 

4 November 2025

capAI plc

(the "Company" or "capAI")

 

Exercise of Warrants, Total Voting Rights, Grant of Conditional Awards / Share
Options and Appointment of Corporate Broker

 

capAI (LSE: CPAI) today announces the following:

 

Exercise of Warrants

 

The Company has received notices of exercise of warrants ("Warrants") to
subscribe for a total of 20,500,000 new ordinary shares ("New Ordinary
Shares") of nominal value £0.0001 each in the capital of the Company
("Ordinary Shares"). The total consideration paid to the Company in connection
with the exercise of such Warrants is £124,687.50.

 

The New Ordinary Shares will rank pari passu with the existing Ordinary Shares
and applications have been made for the New Ordinary Shares to be admitted to
the equity shares (transition) category of the Official List of the Financial
Conduct Authority ("FCA") and to trading on the main market for listed
securities of London Stock Exchange plc ("Admission"). It is expected that
Admission will become effective and dealings in the New Ordinary Shares will
commence at 8.00 a.m. on 7 November 2025.

 

Total Voting Rights

 

Upon Admission of the New Ordinary Shares, the Company's issued share capital
will consist of 393,893,063 Ordinary Shares with one voting right each. The
Company does not hold any Ordinary Shares in treasury. Therefore, the total
number of voting rights in the Company will be 393,893,063. With effect from
Admission, this figure may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
share capital of the Company under the FCA's Disclosure Guidance and
Transparency Rules.

 

Grant of Conditional Awards/Share Options

 

In accordance with the anti-dilution provisions announced on 12 March 2025
(RNS Number: 2759A), Professor Ronjon Nag has been granted additional
conditional awards ("Conditional Awards") over 39,304,780 new Ordinary Shares,
and Richard Edwards has been granted additional share options ("Share
Options") over 9,826,194 new Ordinary Shares.

 

The grant of such additional Conditional Awards and Share Option have been
made pursuant to the anti-dilution provisions to preserve the respective
proportional entitlements of Professor Ronjon Nag and Richard Edwards under
their respective Conditional Award and Share Option arrangements, consistent
with their previous percentage interests in the capAI's enlarged issued share
capital, taking into account various Warrant exercises to date, inclusive of
the 20,500,000 Warrants referred to above.

 

Appointment of Corporate Broker

 

Following the merger of the capital markets businesses of Peterhouse Capital
Limited and Novum Securities Limited into AlbR Capital Limited, effective from
1 October 2025, the Company is pleased to announce that AlbR Capital Limited
has been appointed as Corporate Broker to the Company with immediate effect.

 

 

Enquiries

 

Company:

capAI plc hello@capaiplc.com

 

Broker Enquiries:

AlbR Capital Limited Tel: +44 (0) 207 469 0930

 

 

The information set out below is provided in accordance with the requirements
of Article 19(3) 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).

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Professor Ronjon Nag
 2   Reason for notification
 a)  Position/status                                              Executive Director; PDMR

 b)  Initial notification/Amendment                               Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         capAI plc
 b)  LEI                                                          213800IVPZ932NP24O44
 4   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
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary shares of nominal value £0.0001 each

     Identification code                                          ISIN: GB00BV2FG348
 b)  Nature of the transaction                                    Grant of Conditional Awards with share price appreciation and tenure vesting
                                                                  conditions
 c)  Price(s) and volume(s)                                       Price(s)                Volume(s)

                                                            1. £0.0001 per share    1. 5,321,595 *

                                                                  2. £0.0001 per share    2. 19,223,977 *

                                                                  3. £0.0001 per share    3. 4,906,920 *

                                                                  4. £0.0001 per share    4. 9,852,288

*Price(s) and Volume(s) of Conditional Awards following a share capital
                                                                  consolidation undertaken by the Company, effective on 8 October 2025
 d)  Aggregated information

     - Aggregated volume                                          39,304,780

     - Price                                                      £0.0001 per share

 e)  Date of the transaction(s)                                   1. 23 April 2025

                                                                  2. 28 May 2025

                                                                  3. 4 September 2025

                                                                  4. 4 November 2025
 f)  Place of the transaction(s)                                  Outside of a trading venue

*Price(s) and Volume(s) of Conditional Awards following a share capital
consolidation undertaken by the Company, effective on 8 October 2025

d)

Aggregated information

- Aggregated volume

- Price

 

39,304,780

£0.0001 per share

 

e)

Date of the transaction(s)

1. 23 April 2025

2. 28 May 2025

3. 4 September 2025

4. 4 November 2025

f)

Place of the transaction(s)

Outside of a trading venue

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Richard Edwards
 2   Reason for notification
 a)  Position/status                                              Executive Director; PDMR
 b)  Initial notification/Amendment                               Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         capAI plc
 b)  LEI                                                          213800IVPZ932NP24O44
 4   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
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary shares of nominal value £0.0001 each

     Identification code                                          ISIN: GB00BV2FG348
 b)  Nature of the transaction                                    Grant of Share Options with share price appreciation and tenure vesting
                                                                  conditions
 c)  Price(s) and volume(s)                                       Price(s)                 Volume(s)

                                                            1. £0.0001 per share     1. 1,330,398 *

                                                                  2. £0.0001 per share     2. 4,805,994 *

                                                                  3. £0.0001 per share     3. 1,226,730 *

                                                                  4. £0.0001 per share     4. 2,463,072

*Price(s) and Volume(s) of Share Options following a share capital
                                                                  consolidation undertaken by the Company, effective on 8 October 2025
 d)  Aggregated information

     - Aggregated volume                                          9,826,194

     - Price                                                      £0.0001 per share

 e)  Date of the transaction(s)                                   1. 23 April 2025

                                                                  2. 28 May 2025

                                                                  3. 4 September 2025

                                                                  4. 4 November 2025
 f)  Place of the transaction(s)                                  Outside of a trading venue

*Price(s) and Volume(s) of Share Options following a share capital
consolidation undertaken by the Company, effective on 8 October 2025

d)

Aggregated information

- Aggregated volume

- Price

 

9,826,194

£0.0001 per share

 

e)

Date of the transaction(s)

1. 23 April 2025

2. 28 May 2025

3. 4 September 2025

4. 4 November 2025

f)

Place of the transaction(s)

Outside of a trading venue

 

 

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