REG - Amazing AI PLC - WRAP Retail Offer for up to £500,000

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RNS Number : 2764B  Amazing AI PLC  29 September 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).

 

29 September 2025

 

Amazing AI Plc

("Amazing AI" or the "Company")

 

WRAP Retail Offer for up to £500,000

 

Amazing AI plc (AQSE: AAI), a global fintech group specialising in online
consumer loans is pleased to announce a retail offer via the Winterflood
Retail Access Platform ("WRAP") to raise up to £500,000 (the "WRAP Retail
Offer") through the issue of new ordinary shares of £0.005 each in the
capital of the Company ("Ordinary Shares").  Under the WRAP Retail Offer, up
to 25,000,000 new Ordinary Shares (the "WRAP Shares") will be made available
at a price of £0.02 per share. The WRAP Retail Offer will open immediately
following this announcement.

 

Funds raised through the WRAP Retail Offer will be used in support of the
Company's crypto treasury policy and for general working capital purposes.

 

The WRAP Retail Offer is conditional on the WRAP Shares being admitted to
trading on the AQSE Growth Market ("Admission"). It is anticipated that
Admission will become effective and that dealings in the WRAP Shares will
commence on AQSE at 8:00 a.m. on 8 October 2025.

 

WRAP Retail Offer

The Company values its retail shareholder base and believes that it is
appropriate to provide both new and existing retail shareholders in the United
Kingdom the opportunity to participate in the WRAP Retail Offer.

 

Therefore, the Company is making the WRAP Retail Offer open to eligible
investors in the United Kingdom, being new or existing shareholders of Amazing
AI, following release of this announcement and through certain financial
intermediaries.

 

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 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 p.m. on 1 October 2025,
however timings are subject to change. Eligible retail investors should also
note that financial intermediaries may have earlier closing times. The result
of the Retail Offer is expected to be announced by the Company on or around
7:00 a.m. on 2 October 2025.

 

To be eligible to participate in the WRAP 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 £100 per investor under the WRAP 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 WRAP 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 Shares has been made and
accepted via an intermediary, it cannot be withdrawn.

 

The WRAP 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.

 

It is a term of the WRAP Retail Offer that the total value of the WRAP 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 a 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.

 

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 Retail Offer is not
being made into any jurisdiction other than the United Kingdom.

 

This announcement contains inside information for the purposes of the UK
Market Abuse Regulation and the Directors of the Company accept responsibility
for the contents of this announcement.

 

Enquiries:

 

 Amazing AI plc
 Paul Mathieson - Chief Executive Officer                  aai@amazingaiplc.com

 Cairn Financial Advisers LLP (Corporate Adviser)
 Ludovico Lazzaretti                                      +44 (0) 20 7213 0880
 Jo Turner

 Oberon Capital (Corporate Broker)
 Adam Pollock                                             +44 (0) 203 179 5300

 Nick Lovering

 Winterflood Retail Access Platform                WRAP@winterflood.com

 Sophia Bechev                                     +44 (0) 20 3100 0214

 Kaitlan Billings

 Professional/institutional investors can contact Oberon Capital on
 corporatesales@oberoninvestments.com

 

 

Further information on the Company can be found at
https://www.aquis.eu/companies/aai (https://www.aquis.eu/companies/aai) and
https://www.amazingaiplc.com (https://www.amazingaiplc.com)

 

The Company's LEI is 984500ARA55ED7411Y77

 

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 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 Retail Offer will not
be admitted to trading on any stock exchange other than the Aquis Stock
Exchange.

 

Cairn Financial Advisers LLP ("Cairn"), which is authorised and regulated by
the FCA in the United Kingdom, is acting as AQSE Corporate Adviser to the
Company. Cairn has not authorised the contents of, or any part of, this
announcement, and no liability whatsoever is accepted by Cairn for the
accuracy of any information or opinions contained in this announcement or for
the omission of any material information. The responsibilities of Cairn as the
Company's AQSE Corporate Adviser under the Aquis Growth Market Access Rulebook
and Aquis Corporate Adviser Handbook are owed solely to the Aquis Stock
Exchange ("AQSE"), 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.

 

Important Notices

 

Amazing AI plc (the "Company") intends to hold treasury reserves and surplus
cash in cryptocurrency or crypto assets. Bitcoin is a type of cryptocurrency
or crypto asset. Whilst the Board of Directors of the Company considers
holding crypto assets to be in the best interests of the Company, the Board
remains aware that the financial regulator in the UK (the "Financial Conduct
Authority" or "FCA") considers investment in crypto assets to be high risk. At
the outset, it is important to note that an investment in the Company is not
an investment in crypto assets, either directly or by proxy. However, the
Board of Directors of the Company consider crypto assets to be an appropriate
store of value and growth for the Company's reserves and, accordingly, the
Company is materially exposed to crypto assets. Such an approach is
innovative, and the Board of Directors of the Company wish to be clear and
transparent with prospective and actual investors in the Company on the
Company's position in this regard.

 

The Company is neither authorised nor regulated by the FCA and
cryptocurrencies (such as bitcoin) are unregulated in the UK. As with most
other investments, the value of crypto assets can go down as well as up, and
therefore the value of crypto asset holdings can fluctuate. The Company may
not be able to realise any future crypto asset exposure for the same as it
paid in the first place or even for the value the Company ascribes to crypto
asset positions due to these market movements. As crypto assets are
unregulated, the Company is not protected by the UK's Financial Ombudsman
Service or the Financial Services Compensation Scheme.

 

Nevertheless, the Board of Directors of the Company has taken the decision to
invest in crypto assets, and in doing so is mindful of the special risks
crypto assets presents to the Company's financial position. These risks
include (but are not limited to): (i) the value of crypto assets can be highly
volatile, with value dropping as quickly as it can rise. Investors in crypto
assets must be prepared to lose all money invested in crypto assets; (ii) the
crypto assets market is largely unregulated. There is a risk of losing money
due to risks such as cyber-attacks, financial crime and counterparty failure;
(iii) the Company may not be able to sell crypto assets at will. The ability
to sell crypto assets depends on various factors, including the supply and
demand in the market at the relevant time. Operational failings such as
technology outages, cyber-attacks and comingling of funds could cause unwanted
delay; and (iv) crypto assets are characterised in some quarters by high
degrees of fraud, money laundering and financial crime. In addition, there is
a perception in some quarters that cyber-attacks are prominent which can lead
to theft of holdings or ransom demands. The Board of Directors of the Company
does not subscribe to such a negative view, especially in relation to crypto
assets. However, prospective investors in the Company are encouraged to do
their own research before investing.

 

 

 

 

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