REG - Capai PLC - Result of AGM, Issue of Shares, Options & Warrants

capAIAnnouncement

31/03/2025 12:30

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RNS Number : 9526C  Capai PLC  31 March 2025

31 March 2025

capAI Plc

(the "Company")

 

Results of AGM, issue of New Ordinary Shares, options and warrants

capAI plc (LSE: CPAI) announces that all resolutions ("Resolutions") set out
in the Company's notice of annual general meeting ("AGM") dated 7 March 2025
were passed by the requisite majority at the AGM held at 10.00 a.m. today at
the offices of Peterhouse Capital, Floor 3, 80 Cheapside, London EC2V 6EE.

The result of the poll, including the proxy voting, is as follows:

 

 Resolution                                                                  Votes        Votes   Votes        Votes      Discretion  Votes

                                                                             For          For     Against      Against    Voted       Withheld

                                                                             (Number)     (%)     (Number)     (%)        Holding     (Number)

                                                                                                                          (Number)
 Resolution 1 (Ordinary)                                                     945,701,066  99.85   1,462,503    0.15       0           9,093

 To receive and adopt the Company's annual accounts for the financial year
 ended 30 September 2024
 Resolution 2 (Ordinary)                                                     945,323,802  99.85   1,462,503    0.15       0           386.357

 To approve the 2024 Directors' Remuneration Report
 Resolution 3 (Ordinary)                                                     945,323,802  99.85   1,462,503    0.15       0           386.357

 To approve the 2024 Directors' Remuneration Policy
 Resolution 4 (Ordinary)                                                     945,701,066  99.85   1,462,503    0.15       0           9,093

 To re-appoint Richard Edwards as a Director of the Company
 Resolution 5 (Ordinary)                                                     945,701,066  99.85   1,462,503    0.15       0           9,093

 To re-appoint Sarah Davy as a Director of the Company
 Resolution 6 (Ordinary)                                                     945,701,066  99.85   1,462,503    0.15       0           9,093

 To re-appoint Marcus Yeoman as a Director of the Company
 Resolution 7 (Ordinary)                                                     945,701,066  99.85   1,462,503    0.15       0           9,093

 To appoint Royce Peeling Green Limited as Auditor of the Company
 Resolution 8 (Ordinary)                                                     945,701,066  99.85   1,462,503    0.15       0           9,093

 To approve the Directors' authority to allot shares of the Company
 Resolution 9 (Special)                                                      937,337,033  99.00   9,449,272    1.00       0           386,357

 To approve the disapplication of pre-emption rights

Further information on votes:

As at 31 March 2025, there were 2,113,316,623 ordinary shares of nominal
value £0.00001 each ("Ordinary Shares") in issue. Shareholders are entitled
to one vote per Ordinary Share. Any vote withheld is not a vote in law and so
has not been included in the calculation of the proportion of votes for and
against any Resolution.

The Resolutions were all passed on a poll, with votes cast in accordance with
proxy voting instructions submitted to the Company by the relevant deadline,
together with those cast at the AGM itself.

In accordance with Listing Rule 14.3.6 of the UK Financial Conduct Authority
("FCA"), a copy of the Resolutions passed at the AGM has been submitted to the
FCA via the National Storage Mechanism and will shortly be available to the
public for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The result of poll and proxy voting will also be available on the Company's
website, https://capaiplc.com (https://capaiplc.com)

Issue of New Ordinary Shares:

Following the passing of all of the Resolutions at the AGM, the Company can
now issue the following as per its announcement of 12 March 2025 (RNS Number:
2759A) (the "Fundraising Announcement"):

·      687,500,000 new Ordinary Shares ("Fundraising Shares") at a price
of £0.0004 per share (the "Issue Price"), with one warrant, valid for one
year from the date of Admission, exercisable at £0.0008 per ordinary share,
attached to each Fundraising Share ("Fundraising Warrants").

·      83,000,000 new Ordinary Shares to convert Richard Edwards'
outstanding convertible loan notes (the "CLN Shares"); and

·      50,793,650 new Ordinary Shares to settle outstanding professional
fees from Coat Capital Ltd, of which Richard Edwards is a director (the "Fee
Shares").

As per the Fundraising Announcement, 156,250,000 Fundraising Shares and
Fundraising Warrants will be issued to members of the existing board of
directors of the Company ("Board"; "Directors"). The remaining balance of
531,250,000 Fundraising Shares and Fundraising Warrants will be issued to
Marcus Yeoman, a director of the Company. Immediately following admission of
the Fundraising Shares to the equity shares (transition) category Official
List of the FCA ("ES(T)C Listing") and to trading on the main market for
listed securities ("Main Market") of London Stock Exchange plc (the "LSE")
("Admission"), Marcus Yeoman has agreed to sell 531,250,000 Fundraising Shares
and 531,250,000 Fundraising Warrants, at the Issue Price to unconnected
investors and Professor Ronjon Nag.

Applications have been made to the FCA and the LSE for Admission of the
Fundraising Shares, the CLN Shares and the Fee Shares (together, the "New
Ordinary Shares") and it is expected that 821,293,650 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 7 April 2025.

Following Admission, the Company will have 2,934,610,273 Ordinary Shares in
issue, none of which are held in treasury. Therefore, the total number of
voting rights in the Company shall be 2,934,610,273.

The above figure of 2,934,610,273 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 in their interest in,
the share capital of the Company under the FCA's Disclosure Guidance and
Transparency Rules ("DTRs").

Grant of options

The Board is looking forward to Professor Nag joining as an Executive Director
tomorrow (1 April 2025) on a purely performance related basis.

As per the RNS dated 12 March 2025, Professor Nag and Richard Edwards will
neither accrue, nor be paid, any salary for their roles instead their
remuneration will be entirely performance related, and they will only
therefore be rewarded in the event of significant share price appreciation.

As the grant of options to Professor Nag (conditional on his appointment) and
Richard Edwards each constitute a material related party transaction for the
purposes of DTR 7.3, the Company confirms that Marcus Yeoman, in his capacity
as the Company's independent Director (the "Independent Director") and having
exercised reasonable care, skill and diligence, considered those material
related party transactions to be fair and reasonable from the perspective of
the Company and its shareholders who are not a related party (as such term is
defined in UK-adopted International Financial Reporting Standards).
Accordingly, this announcement is made under and in compliance with Disclosure
Guidance and Transparency Rule 7.3.8.

Warrants

All holders of outstanding warrants are reminded that the exercise of such
warrants is dependent on the Company having the regulatory authority to do so,
which may require the issuance of a prospectus approved by the FCA.

 

For further information, please contact:

capAI plc: hello@capaiplc.com

Peterhouse Capital Limited (Broker): +44 (0) 207 469 093001

 

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
 2   Reason for notification
 a)  Position/status                                              1. Executive Director; PDMR (appointment effective 1 April 2025)

                                                                  2. 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                                    Grant of share options with share price appreciation and tenure vesting
                                                                  conditions
 c)  Price(s) and volume(s)                                       Price(s)                 Volume(s)

                                                            1. £0.00001 per share    1. 1,500,000,000

                                                                  2. £0.00001 per share    2. 375,000,000

 d)  Aggregated information

     - Aggregated volume                                          1,875,000,000

     - Price                                                      £0.00001 per share

 e)  Date of the transaction                                      12 March 2025
 f)  Place of the transaction                                     Outside of a trading venue

d)

Aggregated information

- Aggregated volume

- Price

 

1,875,000,000

£0.00001 per share

 

e)

Date of the transaction

12 March 2025

f)

Place of the transaction

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 £0.00001 each

     Identification code                                          ISIN: GB00BMWC6Q55
 b)  Nature of the transaction                                    Issue of shares on conversion of Convertible Loan Note
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)

                                                            £20,750   83,000,000

 d)  Aggregated information

     - Aggregated volume                                          83,000,000

     - Price                                                      £20,750

 e)  Date of the transaction                                      12 March 2025
 f)  Place of the transaction                                     Outside of a trading venue

d)

Aggregated information

- Aggregated volume

- Price

 

83,000,000

£20,750

 

e)

Date of the transaction

12 March 2025

f)

Place of the transaction

Outside of a trading venue

 

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