REG - Defence Holdings PLC - Proposed Board Appointment and Operational Update

Defence HoldingsAnnouncement

29/05/2025 17:00

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RNS Number : 6727K  Defence Holdings PLC   29 May 2025

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constitute inside information stipulated under the Market Abuse Regulation
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the publication of this announcement via the Regulatory Information Service,
this inside information is now considered to be in the public domain.

FOR IMMEDIATE RELEASE
29 May 2025

London, UK

Defence Holdings PLC

("Defence" or "the Company")

 

Proposed Board Appointment and Operational Update
Former CEO of Microsoft Ventures UK Joins Defence Holdings PLC as Senior Non Executive Director to Drive Innovation in UK and European Defence Markets

Defence Holdings PLC, the UK's first publicly listed pure-play defence
technology platform, is pleased to announce the appointment of Andrew
McCartney as Senior Non Executive Director to the Company as well as provide
an operational update of the work undertaken by the Board to date.

The proposed appointment of Andrew McCartney is subject to the completion of
due diligence checks by the Company's advisers. A further announcement
regarding the board appointment, including the disclosures required under UKLR
6.4.8, were it to apply to the Company, will be made once the due diligence
checks are completed.

Andrew McCartney brings unparalleled expertise in scaling technology ventures
and driving innovation at the intersection of AI, cybersecurity, and national
security. As the former CEO of Microsoft Ventures UK, he was part of the
founding team that pioneered the technology giant's first venture programme,
establishing a blueprint for corporate innovation that has been replicated
across the industry. His three-decade career spans from building his first
computer at age 12 to spearheading world-first AI-driven intelligence
platforms that have redefined decision-making in defence and security
applications.

Throughout his distinguished career, Andrew has demonstrated exceptional
capability in transforming bold technological concepts into operational
reality. He has co-founded groundbreaking initiatives that have automated
complex workflows, enhanced security protocols, and delivered cutting-edge
solutions for defence and national security organisations. His leadership has
consistently driven high-performing teams to develop applications that push
the boundaries of what's possible in AI and cybersecurity domains.

Andrew's extensive experience encompasses scaling global technology platforms,
advising deep-tech innovators, and leading ventures that leverage emerging
technologies to solve complex strategic challenges. His proven track record of
turning the impossible into the inevitable aligns perfectly with Defence
Holdings' mission to pioneer AI-led defence requirements.

The strategy for Defence is to operate at the intersection of software and
security, pioneering software-led approaches to next-generation defence
challenges. The Company's platform model will enable rapid development and
deployment of solutions across multiple domains, including drone warfare,
AI-enabled sensing, secure communications, and critical infrastructure
protection.

The Board believes that Andrew's exceptional track record in venture
leadership and deep-tech innovation will provide invaluable strategic guidance
as the Company continues to build and expand its operations and technological
capabilities.

Brian Stockbridge, Co-Founder and Board Member of Defence, commented:

"We are delighted to welcome Andrew McCartney as Senior Non Executive Director
to Defence Holdings. His extraordinary leadership of Microsoft Ventures and
his pioneering work in AI-driven intelligence platforms bring precisely the
strategic vision we need as we scale our defence technology platform. Andrew's
proven ability to transform cutting-edge concepts into operational solutions,
combined with his deep understanding of venture scaling, positions him
perfectly to guide our continued growth and innovation agenda. His appointment
reinforces our commitment to assembling world-class advisory expertise as we
build the future of defence technology."

Andrew McCartney, Senior Advisor to Defence, added:

"Joining Defence Holdings as Senior Non Executive Director represents an
exciting opportunity to apply decades of venture leadership and deep-tech
innovation to one of the most critical challenges of our time. The convergence
of AI, cybersecurity, and defence technology creates unprecedented
opportunities to build solutions that truly matter. What compels me about
Defence Holdings is their bold vision and platform approach, exactly the kind
of thinking required to address next-generation security challenges. I'm
thrilled to contribute my experience in scaling ventures and pioneering AI
applications to support the company's mission of delivering transformative
defence capabilities."

Operational Update

 

The directors of Defence are pleased to confirm that the core team has been
assembled and the board are confident that the core team is able to fully
define and enact the business strategy of development and expansion of the
defence focused technologies.

 

The Company is focused on controlling fixed costs and remuneration packages
for directors and advisory members. In light of such capital conscious
governance the directors have adopted a share option scheme with longer-term
incentive goals in line with market accepted practices.

 

The board have resolved to allocate an option pool amounting to 15% of the
issued share capital of the Company from time to time to properly retain and
incentivise existing and future management.  The exercise price for the
options will never be lower than the prevailing fundraising price and the
options will vest over no less than a two year period with a 60 month term and
will retain customary good leaver, bad leaver provisions to ensure that the
option holders are aligned with the stakeholders of the Company. The final
terms of the options will be announced following approval of the remuneration
committee (including the independent director on the board of the Company).

 

The board recognises that the new direction of the Company has been
established and articulated by (1) Jonathan Bixby, (2) Brian Stockbridge and
(3) James Lawson Baker & Oliver Yonchev (together, the "Founders"). To
ensure that the Founders of the new business strategy for the Company (the
"Business Sector") are retained exclusively within the Business Sector by the
Company, the service enterprises for the Founders will enter into 2 year
consultancy service agreements (the "Consultancy Agreements"). The Consultancy
Agreements incur no initial cash costs and ensure that both the Founders and
their service companies are retained exclusively by the Company and define
both the services to be delivered by the Founders in addition to directorial
roles and the standards of such services. In consideration of the Consultancy
Services it is intended that each of the Founders' service companies (with
James Lawson Baker and Oliver Yonchev being a single founder for these
purposes) will be granted nil cost warrants ("Warrants") over shares amounting
to a value of £500,000 divided by the price of the next fundraise.  It is
intended that these Warrants will vest as follows:

·    1/3 on the earlier of (i) 6 months and (ii) when the share price
reaches two times the fundraising price;

·    1/3 on the earlier of (i) 12 months and (ii) when the share price
reaches four times the fundraising price;

·    1/3 on the earlier of (i) 18 months and (ii) when the share price
reaches two times the fundraising price.

 

The directors have resolved to change the Accounting Reference Date from 31
January to 31 March, effective immediately.

 

Accordingly, the Company's updated financial calendar will now be as follows:

·    Audited accounts for 1 October 2023 to 31 March 2025 are scheduled to
be published by 31 July 2025.

 

·    Unaudited Interim Accounts for 1 April 2025 to 30 September 2025 will
be published by 31 December 2025.

 

Thereafter, the Company will publish each year its unaudited interim results
for the 6 months ending 30 September by 31 December, and its audited financial
statements for the 12 months ending 31 March by 31 July in accordance with the
Disclosure Guidance and Transparency Rules.

About Defence Holdings PLC (ALRT)

Headquartered in London, Defence Holdings PLC is a publicly listed company
trading under the stock ticker (ALRT) dedicated to delivering high-performance
defence and security solutions for the UK and European markets. Leveraging
deep capital-markets expertise and a network of technology partners, the
Company intends to develop and acquire advanced sensors, AI-driven analytics,
secure communications and autonomous platforms that enhance the operational
advantage of its customers across land, sea, air, space and cyber domains.

Website: (http://www.defencetechnologies.com) www.defencetechnologies.com
(http://www.defencetechnologies.com)

 

Media Enquiries
 Name - Director, Brian  Stockbridge

 Defence Holdings PLC

 Tel: +44 (0)20 3855 5551 · Email: press@defencetechnologies.com

 

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