REG - Capai PLC - Holding(s) in Company

capAIAnnouncement

02/06/2025 14:30

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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  Martock                    United Kingdom
 controlling persons of on a 50% / 50% basis (50,793,650 Ordinary Shares)

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  % of voting rights
                                                                            exercised/converted

 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  Total of both if it equals or is higher than the notifiable threshold
                                                                                                                                          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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