RCS - Falconedge PLC - WRAP Retail Offer for up to £250,000

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RNS Number : 5732F  Falconedge PLC  30 October 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY WINTERFLOOD SECURITIES LIMITED WHICH IS AUTHORISED AND REGULATED
BY THE FINANCIAL CONDUCT AUTHORITY (FRN 141455).

 

30 October 2025

 

Falconedge Plc

("Falconedge" or the "Company")

 

WRAP Retail Offer for up to £250,000

 

Falconedge Plc is pleased to announce a retail offer via the Winterflood
Retail Access Platform ("WRAP") in conjunction with its IPO on the Access
Segment of the Aquis Stock Exchange Growth Market ("Aquis"), to raise up to
£250,000 (the "WRAP Retail Offer") through the issue of new ordinary shares
of £0.000067 each in the capital of the Company ("Ordinary Shares").

 

Under the WRAP Retail Offer, Ordinary Shares available under the WRAP Retail
Offer (the "WRAP Retail Offer Shares") will be made available at a price of
£0.01034 per share. The WRAP Retail Offer is being made alongside an
institutional placing and subscription (the "Fundraising"), to raise
approximately £1,000,000, subject to Admission (as defined below), (before
expenses) in conjunction with the Company's Admission to trading on Aquis
("Admission"), at the same price per share as the WRAP Retail Offer.

 

Admission is anticipated to become effective and dealings in the Ordinary
Shares (including the WRAP Retail Offer Shares), are expected to commence on
or around 5 November 2025. Further information on the Company and its business
is set out in the Pathfinder Admission Document expected to be published
shortly. Upon publication, copies of the Admission Document will be available
online at www.falconedge.co.uk (http://www.falconedge.co.uk) .

For the avoidance of doubt, the WRAP Retail Offer is not part of the
Fundraising, and both will be individually conditional on Admission to trading
on Aquis.

 

About Falconedge

 

Falconedge founded in 2024, is a provider of turnkey advisory solutions for
asset and fund managers. Operating from the heart of London the Company
supports both emerging and established managers in embracing new technologies,
scaling their operations, navigating regulatory complexity, and positioning
themselves for long-term success.

 

Falconedge's capabilities span a wide range of functions, including
fundraising and investor relations, strategic advisory and operational
support, advising on treasury diversification strategies, DeFi yield
structuring and tokenomics advisory and custody, working alongside clients to
strengthen their operational foundations, enhance transparency, and support
sustainable growth across all stages of the fund lifecycle.  In a rapidly
evolving financial landscape, Falconedge acts as a strategic partner of choice
- helping managers stay ahead of industry shifts, mitigate emerging risks, and
unlock new opportunities for performance and expansion.

 

Admission Document

 

The Company will shortly publish its Admission Document in compliance with the
requirements of the Aquis Stock Exchange Growth Market Access Rulebook. It
will include, inter alia, all information that is required in an admission
document. Information which is public includes, without limitation, all
information available on the Company's website (collectively, the "Public
Record"). The Public Record can be accessed freely.

 

WRAP Retail Offer

 

The Company is making the WRAP Retail Offer open to eligible investors
following release of this announcement and through certain financial
intermediaries. The WRAP Retail Offer is not being made into any jurisdiction
other than the United Kingdom.

 

A number of retail platforms are able to access the WRAP Retail Offer.
Non-holders or existing shareholders wishing to subscribe for WRAP Retail
Offer Shares should contact their broker or wealth manager who will confirm if
they are participating in the WRAP Retail Offer.

 

Retail brokers wishing to participate in the WRAP Retail Offer on behalf of
eligible retail investors, should contact WRAP@winterflood.com.

 

The WRAP Retail Offer is expected to close at 4.30 pm on 3 November 2025.
Eligible retail investors should note that financial intermediaries may have
earlier closing times. The result of the WRAP Retail Offer is expected to be
announced by the Company alongside the result of the Fundraising on or around
5 November 2025.

 

To be eligible to participate in the Retail Offer, applicants must be a
customer of a participating intermediary including individuals aged 18 years
or over, companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations.

 

There is a minimum subscription of £500 per investor under the Retail Offer.
The terms and conditions on which investors subscribe will be provided by the
relevant financial intermediaries including relevant commission or fee
charges.

 

The Company reserves the right to amend the size of the retail offer at its
discretion. The Company reserves the right to scale back any order and to
reject any application for subscription under the WRAP Retail Offer without
giving any reason for such rejection.

 

It is vital to note that once an application for WRAP Retail Offer shares has
been made and accepted via an intermediary, it cannot be withdrawn.

 

The WRAP Retail Offer Shares will, when issued, be credited as fully paid, and
have the right to receive all dividends and other distributions declared, made
or paid after their date of issue.

 

No offering document, prospectus or admission document has been or will be
submitted to be approved by the Financial Conduct Authority (or any other
authority) in relation to the WRAP Retail Offer, and investors' commitments
will be made solely on the basis of the information contained in this
announcement, the admission document available here:  www.falconedge.co.uk
(http://www.falconedge.co.uk)  and any information that has been published by
or on behalf of the Company prior to the date of this announcement by
notification to a Regulatory Information Service in accordance with the
Financial Conduct Authority's Disclosure Guidance and Transparency Rules, the
Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") and MAR as it
forms part of United Kingdom law by virtue of the European Union (Withdrawal)
Act 2018 (as amended).

 

It is a term of the WRAP Retail Offer that the total value of the WRAP Retail
Offer Shares available for subscription at the Issue Price does not exceed EUR
8 million (or the equivalent amount in GBP), calculated in accordance with the
Prospectus Rules Regulations Sourcebook of the Financial Conduct Authority
(the "FCA").

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for Ordinary Shares and investment in
the Company carries  number of risks, including the risk that investors may
lose their entire investment. Investors should take independent advice from a
person experienced in advising on investment in securities such as the
Ordinary Shares if they are in any doubt.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

The WRAP Retail Offer is offered in the United Kingdom under the exemption
from the requirement to publish a prospectus in sections 86(1)(e) and 86(4) of
FSMA. As such, there is no need for publication of a prospectus pursuant to
the United Kingdom version of Regulation (EU) 2017/1129 as it forms part of
United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended), or for approval of the same by the FCA. The WRAP Retail Offer is not
being made into any jurisdiction other than the United Kingdom.

 

The Company will publish an Admission Document drawn up in compliance with the
requirements of the Aquis Stock Exchange Growth Market Access Rulebook. The
Admission Document does not constitute a prospectus. The Admission Document is
not an approved prospectus for the purposes of, and as defined in, section 85
of FSMA, has not been prepared in accordance with the Prospectus Rules and its
contents have not been approved by the FCA or any other authority which could
be a competent authority for the purposes of the Prospectus Regulation. The
Admission Document will not be filed with or approved by the FCA or any other
government or regulatory authority in the UK.

 

The information in the admission document at the point of launch of the WRAP
Retail Offer, which is in draft or 'Pathfinder' form and is incomplete, is
subject to updating, completion, revision, further verification and amendment.
In particular, the Pathfinder document refers to certain events as having
occurred which have not occurred at the date it is made available, but which
are expected to occur prior to publication of the Admission Document in its
final form. Copies of the Admission Document, when published, will be
available on the Company's website at falconedge.co.uk.

 

 

 Falconedge Plc                      https://falconedge.co.uk/

 Roy Kashi

 AlbR Capital Limited                + 44 207 469 0930

 Winterflood Retail Access Platform  WRAP@winterflood.com

 Sophia Bechev, Kaitlan Billings     +44(0) 20 3100 0286

Further information on the Company can be found on its website at
https://falconedge.co.uk/

 

The Company's LEI is 254900BBFV8X22LO2K06

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

 

Important Notices

 

This announcement, which has been prepared by and is the sole responsibility
of the Company has been approved for the purposes of Section 21 of the
Financial Services and Markets Act 2000 ("FSMA") by Winterflood Securities
Limited ("Winterflood"), which is authorised and regulated by the Financial
Conduct Authority.

 

The release, publication or distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein comes should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The Ordinary Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States. No public
offering of the Ordinary Shares is being made in the United States. The
Ordinary Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with, Regulation S
under the US Securities Act ("Regulation S") to non-US persons (within the
meaning of Regulation S). In addition, the Company has not been, and will not
be, registered under the US Investment Company Act of 1940, as amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Ordinary Shares in the United
States, Australia, Canada, New Zealand, Japan, the Republic of South Africa,
any member state of the EEA or any other jurisdiction in which such offer or
solicitation is or may be unlawful. No public offer of the securities referred
to herein is being made in any such jurisdiction.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This announcement is
not an offer of securities for sale into the United States.  The securities
referred to herein have not been and will not be registered under the US
Securities Act, and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration.  No public offering of
securities is being made in the United States.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
(registered address at Riverbank House, 2 Swan Lane, London EC4R 3GA; FRN
141455). Winterflood is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for the Company and for
no-one else and will not regard any other person (whether or not a recipient
of this announcement) as its client in relation to the Retail Offer and will
not be responsible to anyone other than the Company for providing the
protections afforded to its clients, nor for providing advice in connection
with the WRAP Retail Offer, Admission and the other arrangements referred to
in this announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Winterflood expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the FCA,
the Aquis Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Winterflood or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Winterflood and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The Ordinary Shares to be issued or sold pursuant to the WRAP Retail Offer
will not be admitted to trading on any stock exchange other than the London
Stock Exchange.

 

AlbR Capital Limited, which is authorised and regulated by the FCA in the
United Kingdom, is acting Corporate Adviser to the Company in connection with
the Placing. AlbR Capital Limited has not authorised the contents of, or any
part of, this announcement, and no liability whatsoever is accepted by AlbR
Capital Limited for the accuracy of any information or opinions contained in
this announcement or for the omission of any material information. The
responsibilities of AlbR Capital Limited as the Company's Corporate Adviser
under the  Aquis Stock Exchange Growth Market Access Rulebook  are owed
solely to Aquis and are not owed to the Company or to any director or
shareholder of the Company or any other person, in respect of its decision to
acquire shares in the capital of the Company in reliance on any part of this
announcement, or otherwise.

 

AlbR Capital Limited is authorised and regulated by the FCA in the United
Kingdom. AlbR Capital Limited is acting solely as broker and bookrunner
exclusively for the Company and no one else in connection with the Fundraising
and the contents of this announcement and will not regard any other person
(whether or not a recipient of this announcement) as its client in relation to
the Fundraising or the contents of this Announcement nor will it be
responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the contents of
this Announcement. Apart from the responsibilities and liabilities, if any,
which may be imposed on AlbR Capital Limited by FSMA or the regulatory regime
established thereunder, AlbR Capital Limited accepts no responsibility
whatsoever, and makes no representation or warranty, express or implied, for
the Fundraising or the contents of this Announcement including its accuracy,
completeness or verification or for any other statement made or purported to
be made by it, or on behalf of it, the Company or any other person, in
connection with the Company and the contents of this Announcement, whether as
to the past or the future. AlbR Capital Limited accordingly disclaims all and
any liability whatsoever, whether arising in tort, contract or otherwise (save
as referred to above), which it might otherwise have in respect of the
contents of this Announcement or any such statement.

 

Notice to distributors solely for the purposes of Paragraph 3.2.7R regarding
the responsibilities of UK Manufacturers under the Product Governance
requirements contained within Chapter 3 of the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
UK Product Governance Requirements) may otherwise have with respect thereto,
the Ordinary Shares have been subject to a product approval process by the
Company, which has determined that the Ordinary Shares are: (i) compatible
with an end target market of (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties, each as
defined in UK Product Governance Requirements; and (ii) eligible for
distribution through all distribution channels as are permitted by UK Product
Governance Requirements (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price of the
Ordinary Shares may decline and investors could lose all or part of their
investment; the Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the Ordinary Shares is compatible only with
investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Fundraise. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to, the Ordinary Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Ordinary Shares and determining appropriate distribution channels.

 

 

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