REG - Capai PLC - Issue of Equivalent Shares and PDMR Notification

capAIAnnouncement

Mon 09:00

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RNS Number : 9000L  Capai PLC  09 June 2025

THIS ANNOUNCEMENT ("ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS
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RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW.

9 June 2025

capAI plc
("capAI" or the "Company")

Allotment and Issue of Equivalent Shares and PDMR Notification

capAI plc (LSE: CPAI) announces that, further to its announcement on 29 May
2025 (RNS Number : 5031K) of its entry into the Stock Loan Agreement with
Richard Andrew Edwards, a Director designated as Executive Chairman, it has
today allotted and issued 400,000,000 Equivalent Shares to Mr Edwards in
satisfaction of the Company's obligations to deliver such new Ordinary Shares
under the Stock Loan Agreement.

The Equivalent Shares have been issued and allotted to Mr. Edwards under an
exemption from the requirement to issue a prospectus. The Equivalent Shares
rank pari passu with the existing Ordinary Shares and, have today been
admitted to the equity shares (transition) category of the Official List of
the FCA and to trading on the main market for listed securities of London
Stock Exchange plc ("Admission").

Following Admission, the Company has 3,631,830,636 Ordinary Shares in issue,
none of which are held in treasury. Therefore, the total number of voting
rights in the Company are 3,631,830,636.

The above figure of 3,631,830,636 may be used by Shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change in their interest in, the
share capital of the Company under the FCA's Disclosure Guidance and
Transparency Rules.

As previously announced, the Company expects to publish its interim results
for the period to 31 March 2025 on 30 June 2025 and therefore the Company has
been 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")) since 31 May 2025. The Company notes that all actions as
outlined in the circular published by the Company and posted to Shareholders
on 2 May 2025 (the "Circular") and the transactions envisaged by the Stock
Loan Agreement on the dates specified, including the allotment and issue of
the Equivalent Shares to Richard Edwards, would be compliant with UK MAR as
the only actions within the closed period would be the implementation of
actions resulting from irrevocable decisions made by the Board prior to the
commencement of the closed period (for the purposes of UK MAR).

Capitalised terms in this Announcement have the meaning ascribed to them in
the Definitions section of the Circular, unless otherwise defined in this
Announcement.

 

For further information, please contact:

Company:

capAI plc hello@capaiplc.com

Broker Enquiries:

Peterhouse 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 UK MAR.

 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
     Identification code                                          GB00BMWC6Q55
 b)  Nature of the transaction                                    Issue of new ordinary shares (Equivalent Shares) pursuant to the Stock Loan
                                                                  Agreement dated 28 May 2025
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  N/A       400,000,000
 d)  Aggregated information
     - Aggregated volume                                          400,000,000
     - Price                                                      N/A
 e)  Date of the transaction                                      9 June 2025
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

- Aggregated volume

400,000,000

- Price

N/A

e)

Date of the transaction

9 June 2025

f)

Place of the transaction

Outside a trading venue

 

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