REG - Capai PLC - PDMR Notifications; Conversion CLNs & Fee Shares

capAIAnnouncement

07/04/2025 10:15

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RNS Number : 9141D  Capai PLC  07 April 2025

7 April 2025

 

capAI plc

(the "Company")

 

PDMR Notifications; Conversion of all outstanding CLNs and issue of CLN Shares
and Fee Shares

 

 

PDMR Notifications

 

Further to the Company's announcement on 12 March 2025 (RNS Number: 2759A),
the Fundraising Shares (as defined in that announcement) have today been
admitted to listing on the equity shares (transition) category of the Official
List of the Financial Conduct Authority ("ES(T)C Listing"; "FCA") and to
trading on the main market for listed securities of London Stock Exchange plc
("Main Market"; "LSE"). Following admission, the notification of transactions
forms in respect of participations in Fundraising Shares and Fundraising
Warrants (as also defined in that announcement) by Professor Ronjon Nag,
Richard Edwards and Sarah Davy are shown below.

 

Conversion of all outstanding CLNs and issue of CLN Shares and Fee Shares

 

Further to the Company's announcement on 17 October 2024 (RNS Number: 6526I),
the remaining convertible loan noteholders have converted their outstanding
convertible loan notes ("CLNs") into 123,000,000 new ordinary shares of
nominal value £0.00001 each in the capital of the Company (the "CLN Shares";
"Ordinary Shares"). Following the issuance of the CLN Shares, there are no
CLNs outstanding.

 

In addition, the Company has issued the remaining fee shares as outlined in
the Company's announcement on 29 January 2025 (RNS Number: 1581V). A total of
63,492,063 new ordinary shares (the "Fee Shares") have been issued to settle
outstanding fees.

 

Applications have been made to the FCA and the LSE for admission of the CLN
Shares and the Fee Shares (together, the "New Ordinary Shares") and it is
expected that 186,492,063 New Ordinary Shares will be admitted to an ES(T)C
Listing and to trading on the Main Market of the LSE at or around 8.00 a.m. on
11 April 2025.

 

Following admission, the Company will have 3,121,102,336 Ordinary Shares in
issue, none of which are held in treasury. Therefore, the total number of
voting rights in the Company shall be 3,121,102,336.

 

The above figure of 3,121,102,336 may be used by shareholders of 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 in their interest in,
the share capital of the Company under the FCA's Disclosure Guidance and
Transparency Rules.

 

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 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                                                         1. Professor Ronjon Nag

                                                                  2. Richard Edwards

                                                                  3. Sarah Davy
 2   Reason for notification
 a)  Position/status                                              1. Executive Director; PDMR

                                                                  2. Executive Director; PDMR

                                                                  3. Non-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 £0.00001 each

     Identification code                                          ISIN: GB00BMWC6Q55
 b)  Nature of the transaction                                    Issue of new ordinary shares (Fundraising Shares) pursuant to the Company's
                                                                  announcement on 12 March 2025 (RNS Number: 2759A)
 c)  Price(s) and volume(s)                                       Price(s)      Volume(s)

                                                            1. £50,000    1. 125,000,000

                                                                  2. £50,000    2. 125,000,000

                                                                  3. £12,500    3. 31,250,000
 d)  Aggregated information

     - Aggregated volume                                          281,250,000

     - Price                                                      £112,500

 e)  Date of the transaction                                      7 April 2025
 f)  Place of the transaction                                     Outside of a trading venue

d)

Aggregated information

- Aggregated volume

- Price

 

281,250,000

£112,500

 

e)

Date of the transaction

7 April 2025

f)

Place of the transaction

Outside of a trading venue

 

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         1. Professor Ronjon Nag

                                                                  2. Richard Edwards

                                                                  3. Sarah Davy
 2   Reason for notification
 a)  Position/status                                              1. Executive Director; PDMR

                                                                  2. Executive Director; PDMR

                                                                  3. Non-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  Warrants over ordinary shares of nominal value £0.00001 each

     Identification code                                          ISIN: GB00BMWC6Q55
 b)  Nature of the transaction                                    Issue of warrants (Fundraising Warrants) over ordinary shares with an exercise
                                                                  price of £0.0008 pursuant to the Company's announcement on 12 March 2025 (RNS
                                                                  Number: 2759A)
 c)  Price(s) and volume(s)                                       Price(s)   Volume(s)

                                                            1. £Nil    1. 125,000,000

                                                                  2. £Nil    2. 125,000,000

                                                                  3. £Nil    3. 31,250,000
 d)  Aggregated information

     - Aggregated volume                                          281,250,000

     - Price                                                      £Nil

 e)  Date of the transaction                                      7 April 2025
 f)  Place of the transaction                                     Outside of a trading venue

d)

Aggregated information

- Aggregated volume

- Price

 

281,250,000

£Nil

 

e)

Date of the transaction

7 April 2025

f)

Place of the transaction

Outside of a trading venue

 

 

 

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