REG - Capai PLC - Results of General Meeting and other updates

capAIAnnouncement

Thu 07:00

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RNS Number : 5031K  Capai PLC  29 May 2025

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29 May 2025

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

Results of General Meeting, entry into Stock Loan Agreement, Warrant Exercise
Effective Date, borrowing by the Company of the Borrowed Shares and PDMR
Notification

capAI plc (LSE: CPAI) is pleased to announce that all resolutions (the
"Resolutions") set out in the Company's notice of general meeting ("General
Meeting") dated 2 May 2025 were passed by the requisite majorities at the
General Meeting held at 4.00 p.m. on 28 May 2025 at the offices of Orrick,
Herrington & Sutcliffe (UK) LLP, 9th Floor, 107 Cheapside, London EC2V
6DN, United Kingdom (the "General Meeting").

Results of General Meeting

The results of the polls taken on the Resolutions are as follows:

 Resolution                                                                     Votes For (Number)  Votes For (%)  Votes Against (Number)  Votes Against (%)  Votes Discretion (Number) *  Votes Withheld (Number) **
 Resolution 1 (Ordinary)                                                        624,418,023         99.89          672,893                 0.11               20,098,837                   756,552,609

 That the entry by the Company into the Stock Loan Agreement be approved as a
 'substantial property transaction' under section 190 of the Companies Act
 2006.
 Resolution 2 (Special)                                                         1,379,904,384       99.88          1,609,568               0.12               20,098,837                   129,573

 Any general meeting of the Company that is not an annual general meeting may
 be called by not less than 14 clear days' notice.

 

* Votes "Discretion" are proxy votes where Shareholders have given Marcus
Yeoman, in his capacity as Chairman of the General Meeting, the authority to
vote on their behalf at his discretion.  In respect of these votes, the
Chairman has exercised his discretion to vote in favour of the respective
Resolutions and therefore the number of these votes are also included in the
Votes "For" each Resolution.

** Votes "Withheld" are not votes in law and are not counted in the
calculation of the proportion of the votes "For" or "Against" the
Resolution.  Votes "Withheld" on Resolution 1 of 756,552,609 include
755,793,650 Votes "Withheld" in respect of Mr. Edwards and his close family
and associates as they voluntarily agreed note to vote on Resolution 1.

Further information on votes

As at 28 May 2025, there were 3,231,830,636 Ordinary Shares in issue.
Shareholders are entitled to one vote per Ordinary Share.

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 General Meeting itself.

In accordance with Listing Rule 14.3.6 of the FCA, a copy of the Resolutions
passed at the General Meeting 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
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

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

Entry into the Stock Loan Agreement and Warrant Exercise Effective Date

As set out in the circular published by the Company and posted to its
shareholders on 2 May 2025 (the "Circular"), following the passing of
Resolution 1, the Company has today entered into the Stock Loan Agreement with
Richard Andrew Edwards, a Director designated as Executive Chairman. The
Company further confirms that the Warrant Exercise has now taken effect. The
Company is entering into the Stock Loan Agreement to facilitate the timely
delivery of 400,000,000 Warrant Shares to the relevant holders of Warrants in
connection with the Warrant Exercise.

Pursuant to the Company's irrevocable undertaking in the Stock Loan Agreement,
the Company has today made a request to Mr. Edwards for the transfer of the
Borrowed Shares to the Company. The Company expects that the Warrant Shares
will be delivered to the holders of the Warrants by 30 May 2025.

The Company will issue and allot 400,000,000 Equivalent Shares to Mr. Edwards
within three business days of the delivery of the Warrant Shares to the
relevant holders of Warrants, which is currently expected to be on 4 June
2025. The Equivalent Shares will be issued and allotted to Mr. Edwards under
an exemption from the requirement to issue a prospectus, and that the delivery
of the Warrant Shares to the holders of the Warrants being exercised is being
undertaken solely to ensure the maintenance of market stability in the stock.

For the avoidance of doubt, as the Company will be obliged to redeliver
Equivalent Shares to Mr. Edwards and the loan of the Borrowed Shares cannot be
cash settled and shall not attract or accrue any interest, the Company is not
subject to any economic risk on the Borrowed Shares.

The Equivalent Shares will rank pari passu with the existing Ordinary Shares
and, following the issue of the Equivalent Shares, the Company will make an
application for the Equivalent Shares to be admitted to the equity shares
(transition) category of the Official List of the Financial Conduct Authority
and to trading on the main market for listed securities of London Stock
Exchange plc ("Admission"). It is expected that Admission will become
effective at 8.00 a.m. on 9 June 2025.

The Company expects to publish its interim results for the period to 31 March
2025 on 30 June 2025 and therefore the Company 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 Company notes that all actions as outlined in the
Circular and the transactions envisaged by the Stock Loan Agreement on the
dates specified 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).

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The currently anticipated, and unchanged, timetable of principal events for
the transactions envisioned by the Stock Loan Agreement and the Warrant
Exercise will be as set out below.

 Entry by the Company into the Stock Loan Agreement                            28 May 2025
 Warrant Exercise Effective Date and borrowing by the Company of the Borrowed  28 May 2025
 Shares
 Delivery of the Warrant Shares                                                30 May 2025
 Allotment and issue of the Equivalent Shares                                  4 June 2025
 Admission of the Equivalent Shares                                            On or around 8.00 a.m. on 9 June 2025

 

Each of the times and dates set out above and mentioned elsewhere in this
document may be subject to change at the absolute discretion of the Company.
All times referred to in this announcement are, unless otherwise stated,
references to London, UK.

Any changes to the expected timetable of principal events will be notified by
the Company through a RIS.

Serious loss of capital

The General Meeting was also held to enable Shareholders to consider whether
any, and if so what, steps should be taken to address the Company's 'serious
loss of capital' as defined and required by section 656(1) of the Companies
Act 2006. Details of the largely historical situation which resulted in this
position were set out in Circular and the Previous Announcement.

Following discussions at today's General Meeting, it was concluded that:

·      although the Directors were addressing this matter as part of the
General Meeting, it was not specifically related to the Company's current
business and was not a new issue which had arisen since the publication of the
annual financial statements for the year ended 30 September 2024;

·      the strategy change focusing on the Artificial Intelligence
space, and the appointment of Professor Ronjon Nag to the Board to oversee
this, should assist in alleviating the loss of capital; and

·      the Directors and Shareholders in attendance considered that the
'serious loss of capital' did not in itself have any specific bearing on the
Company's financial position or current performance, and therefore remained
positive about the Company's future.

Shareholders were not asked to vote in respect of the serious loss of capital
at the General Meeting as that part of the General Meeting was a discussion
forum only.

The board of the Company always welcomes dialogue with shareholders and
today's General Meeting provided a suitable forum for discussions on this
issue to take place.

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                                    Loan of shares
 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                                      28 May 2025
 f)  Place of the transaction                                     Outside a trading venue

 

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