REG - Ikigai Ventures Ltd - Acquisition, AIM admission document & EGM notice
20/04/2026 07:00
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RNS Number : 0938B Ikigai Ventures Limited 20 April 2026
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PURCHASE ANY SUCH SECURITIES
This Announcement is an advertisement for the purposes of section 5-A.5 of the
Market Conduct Sourcebook of the Financial Conduct Authority (the "FCA"). This
Announcement is not a prospectus and investors should not purchase any
securities referred to in this Announcement except on the basis of the
information in the final admission document published by Ikigai Ventures
Limited, such admission document being an MTF admission prospectus within the
meaning of regulation 21(3) of the Public Offers and Admissions to Trading
Regulations 2024.
This Announcement contains inside information for the purposes of Article 14
of the UK version of the market abuse regulation (EU No.596/2014) as it forms
part of United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended by the European Union (Withdrawal) Act 2020
("UK MAR"). Upon the publication of this Announcement, this inside
information is now considered to be in the public domain and such persons
shall therefore cease to be in possession of inside information.
LEI: 213800L6HSNUEFYY3J85
20 April 2026
Ikigai Ventures Limited
("Ikigai Ventures" or the "Company")
Proposed Acquisition of Dotlines (Guernsey) Ltd and Audra Solutions Ltd
Proposed Change of Name and Board Changes
Publication of AIM Admission Document
Proposed Admission of the Enlarged Share Capital to trading on AIM and
cancellation from the Official List
Notice of Extraordinary General Meeting
The Board of Ikigai Ventures Limited (LSE: IKIV), a special purpose
acquisition company focused on high-growth, scalable businesses, is pleased to
announce that final terms have been agreed for the proposed Acquisitions of
the entire issued share capital of Dotlines (Guernsey) Ltd ("Dotlines
Guernsey") and Audra Solutions Ltd ("Audra Solutions") (together, the
"Dotlines Group"), companies that collaborate as a UK-based international
technology group operating in the telecommunications, digital infrastructure,
cybersecurity and financial technology sectors, with a range of products,
platforms and solutions for B2B and B2C customers in Asia and the UK (the
"Acquisitions").
Highlights
· Acquisition of the Dotlines Group with established, growing,
revenue-generating operations for a total consideration of £55.7 million, to
be satisfied by the issue of new Ordinary Shares in the Company on Admission.
· The Dotlines Group was first established as a developer of bespoke
B2B software in Malaysia in 2007 and has since evolved into a UK-headquartered
international technology group with proprietary technology platforms and
solutions.
· The Dotlines Group operates in the telecommunications, digital
infrastructure, cybersecurity and financial technology sectors where demand is
being driven by increased digitalisation, higher data usage and a growing
focus on security and resilience.
· Strategic and commercial business momentum across the Dotlines
Group's two principal divisions:
o Sohoj Platform, a digital lifestyle platform for migrant populations in
Malaysia and the principal operating vertical of the Dotlines Group's digital
content and services division, has served over a million migrants from
countries across Asia. In 2025, it began developing a non-diaspora customer
segment through a third-party partnership with Touch 'n Go, the most popular
mobile wallet provider in Malaysia.
o Since July 2025, both the Catena telecoms software platform and Audra
telecoms products and services have been successfully launched into the UK
market. Contracts have been signed with three UK-based ISPs and a pipeline of
prospective new business has been developed.
· Established growth strategies for domestic and international
expansion, including launching the Sohoj Platform in new territories and
utilising Carnival Internet, the Dotlines Group's UK-based full fibre
broadband service, as a "centre of excellence" to drive recognition and trust
in Catena, an OSS and BSS software platform for telecom providers, and Audra's
SME- and consumer-focused cybersecurity solutions.
· Experienced management team with relevant operational, technical and
commercial expertise and track record, including with extensive experience
from leading UK telecom and enterprise companies and of building and operating
businesses across multiple jurisdictions.
· To reflect the Acquisitions and the Company's new business, the
Company intends to change its name to Dotlines Global Limited on or around
Admission and to trade under the ticker/symbol 'DOTL'.
· Based on the issue price of 9.5p per share, the market capitalisation
of the Enlarged Group will be approximately £57.9 million on Admission.
The Company has today published its AIM Admission Document (the "Admission
Document") which will be despatched to Shareholders today. The Admission
Document includes a notice convening an Extraordinary General Meeting of the
Company, in connection with, inter alia, the acquisition of the Dotlines Group
and the proposed admission of the Company's enlarged issued share capital to
trading on the AIM market of the London Stock Exchange (the "Admission").
If the Resolutions are approved, it is expected that Admission will become
effective and dealings in the Enlarged Share Capital will commence on AIM at
8.00 a.m. on 11 May 2026.
The Company also intends, as detailed in its announcement of 27 March 2026, to
cancel the listing of its Ordinary Shares on the Equity Shares (shell
companies) category of the Official List of the Financial Conduct Authority
and the admission to trading of the Ordinary Shares on the Main Market of the
London Stock Exchange. It is intended that the Cancellation will become
effective at 8.00 a.m. on 11 May 2026 at the same time as the Admission.
Kane Black, CEO of Ikigai Ventures, said:
"We are delighted to have reached this key milestone in our acquisition of the
Dotlines Group and admission to AIM. The Dotlines Group is well aligned with
our strategy to acquire technology-enabled businesses with operating
activities and experienced management teams, whilst also providing products
and services that support customers in improving connectivity, security and
access to digital services.
"We are pleased to see that, since we initially announced this prospective
transaction, the businesses have continued to make strong operational
progress, including the launch of telecom and cybersecurity offerings in the
UK, which strengthens our belief in their prospects and ability to deliver
value for Shareholders. Accordingly, the Board of Ikigai recommends that
Shareholders vote in favour of the resolutions at the upcoming EGM."
Mahbubul Matin, Founder of the Dotlines Group and proposed Executive Chairman
of the Company, said:
"This is an exciting moment for the Dotlines Group. Having commenced our
journey in Malaysia almost 20 years ago, we are now operating in the UK under
three brands and are in the process to become quoted on the AIM market of the
London Stock Exchange. This transaction will provide a strong platform to
facilitate our growth in the UK and internationally and to support the
delivery of our goal to provide customers with improved digital connectivity,
digital security and digital services supporting financial inclusion."
Capitalised terms used in this Announcement have the meaning given to them as
set out in the Definitions section at the end of this Announcement.
FURTHER DETAILS OF THE ACQUISITIONS, ADMISSION TO AIM AND DIRECTOR SHARE
ISSUES
The Dotlines Group
The Dotlines Group was established as a developer of bespoke B2B software in
Malaysia in 2007 and has since evolved into a UK-headquartered international
technology group operating in the telecommunications, digital infrastructure,
cybersecurity and financial technology sectors with a range of products,
platforms and solutions for B2B and B2C customers. The Dotlines Group operates
across two principal business divisions as outlined below.
1) Digital content and services
This business division's principal operating vertical is the Sohoj Platform: a
digital lifestyle platform for B2C and B2B2C customers that delivers
in-country and cross-border services, digital content and mobile apps to
migrant populations, allowing workers to provide for their families in their
home country through the form of a 'gifting' service while operating in the
cash economy. Currently, the Sohoj Platform operates in Malaysia, having
served over a million migrants to countries across Asia.
In the Malaysian domestic market, management believes that the primary growth
opportunity lies in expanding the range of services offered to the existing
user base and strengthening partnerships with third parties, and to deliver
existing Sohoj Platform services to non-diaspora customers. In 2025, the
Dotlines Group began developing a non-diaspora customer segment through a
third-party partnership with Touch 'n Go, the most popular mobile wallet
provider in Malaysia.
The Directors believe that, with a business model proven in Malaysia, there is
scope to expand the Sohoj Platform internationally, starting with the UK and
Saudi Arabia in late 2026.
In addition to the Sohoj Platform, this business division is a provider of
mobile value-added services, namely, the development of bespoke digital
content, digital gamification services and apps provided to mobile users (via
the Sohoj Platform and other platforms) and third parties, including telcos.
This business division has grown in revenue from approximately £16.5 million
in 2022 to £20.5 million in 2024 with profit before tax of £0.6 million in
2022 and £1.0 million in 2024. For the unaudited six months ended 30 June
2025, it recorded revenue of £10.2 million and profit before tax of £0.7
million.
2) Telecom products and services
The Dotlines Group's telecom products and services are delivered under the
following three brands:
· Catena - a customer-centric in-house OSS and BSS software platform
providing comprehensive functionality across the sale, development and
operating stages for ISPs. Catena is focused on creating simplicity for
telecom providers to decrease the costs incurred.
· Audra - SME and consumer focused cybersecurity solutions
incorporating physical firewall routers and software for both the office and
home. Audra currently has three physical products which function as a 2-in-1
router and firewall and an app-based virtual private network product.
· Carnival Internet - a UK-based full fibre broadband service. Besides
providing growth opportunities in the B2C segment, Carnival Internet is the
Dotlines Group's "centre of excellence" to drive recognition and trust in
Catena and Audra and showcasing their benefits through the broadband provided
under the Carnival name.
Since July 2025, both Catena and Audra have been successfully launched into
the UK market. The Group has secured contracts with three UK-based ISPs, two
of which have adopted both Catena and Audra, with the third implementing Audra
in the first phase and Catena is expected to follow.
In addition, a growing pipeline of prospective new business has been
developed. The timing of further contract signings is being deliberately
staggered to ensure that existing customer implementations are delivered
effectively and within agreed timeframes. Management also recognises a
medium-term opportunity for international expansion, particularly in the US,
which has a large and regionally fragmented ISP and MSP market.
Carnival Internet's growth strategy will focus on inorganic expansion within
the UK, targeting the acquisition of small to medium-sized ISPs where the
integration of Catena and Audra can be demonstrated to deliver operational
efficiencies and improved profitability.
This business division delivered revenue for the year ended 31 July 2025 of
£97k (period ended 31 July 2024: £10k) and a loss before tax of £758k
(period ended 31 July 2024: £421k loss). This reflects the early-stage
rollout of the Group's telecom offering, with commercial deployments having
commenced in the UK in autumn 2025 and contracted revenues expected to scale
as implementations progress.
Background to and reasons for the Acquisitions
Ikigai Ventures Limited was incorporated on 28 May 2021. The Company's shares
were listed on the Main Market of the London Stock Exchange on 15 September
2022 as a special purpose acquisition company focused on the acquisition of
companies or businesses that have a strong positive social impact and/or ESG
strategy as part of their core business in Asia.
The Board has evaluated various potential acquisition candidates, including a
pipeline of opportunities across the technology, digital infrastructure,
financial technology, cybersecurity, medical technology and green technology
sectors, with a particular focus on businesses operating in Asia and other
international markets. This process led to the announcement on 21 August 2025
of the signing of initial terms for the proposed Acquisitions, which the Board
selected as the preferred transaction to establish an operating group with
near-term operating activity and a platform for further development.
The Existing Directors believe the key benefits of the Acquisitions are as
follows:
· Exposure to technology-enabled markets with sustained demand
The Dotlines Group operates in the telecommunications, digital infrastructure,
cybersecurity and financial technology sectors, where demand is being driven
by increased digitalisation, higher data usage and a growing focus on security
and resilience. The Dotlines Group's activities are focused on Asia and other
growth markets, which the Board believes continues to support the deployment
of scalable technology solutions.
· Established operating businesses with proprietary platforms
The Dotlines Group has developed proprietary technology platforms and
solutions that are currently deployed across a range of B2B and B2C use cases.
These platforms underpin existing operations and customer relationships and
provide a foundation for the continued delivery of services across multiple
markets.
· Experienced management team with relevant sector and regional
expertise
The Existing Directors consider the experience and track record of the
Dotlines Group management team to be a key consideration in the Acquisitions.
The management team has operational, technical and commercial experience
across telecommunications, digital infrastructure, cybersecurity and financial
technology, together with experience of building and operating businesses
across multiple jurisdictions.
· Immediate transition to an operating group
Upon Admission, the Company will transition from a cash shell into an
operating international technology group with established operations,
revenue-generating activities and an experienced management team. This
represents a material change in the nature of the Company's business and
provides Shareholders with exposure to an active operating group following
Admission.
· Alignment with the Company's stated strategy
The Acquisitions are consistent with the Company's stated strategy of
acquiring technology-enabled businesses with operating activities and
experienced management teams, whilst also providing products and services that
support customers in improving connectivity, security and access to digital
services.
Summary terms of the Acquisitions
The Company has entered into sale and purchase agreements to acquire the
entire issued share capital of Dotlines Guernsey and Audra Solutions.
Completion of the agreements is subject to, and conditional upon, the
satisfaction of certain conditions, including, inter alia, the approval of
Shareholders at the EGM and Admission. The total consideration for the
Acquisitions is £55.7 million, to be satisfied by the issue of 585,342,816
Consideration Shares on Admission.
Takeover Code - waiver of rule 9
The Code applies to the Company. Under Rule 9 of the Code, any person who
acquires an interest in shares which, taken together with shares in which that
person or any person acting in concert with that person is interested, carry
30 per cent. or more of the voting rights of a company which is subject to the
Code is normally required to make an offer to all the remaining shareholders
to acquire their shares.
Similarly, when any person, together with persons acting in concert with that
person, is interested in shares which in the aggregate carry not less than 30
per cent. of the voting rights of such a company but does not hold shares
carrying more than 50 per cent. of the voting rights of a company, an offer
will normally be required if such person or any person acting in concert with
that person acquires a further interest in shares which increases the
percentage of shares carrying voting rights in which that person is
interested.
Further, under Rule 37.1 of the Code, when a company redeems or purchases its
own shares, any resulting increase in the percentage of voting rights carried
by the shares in which a person, or group of persons acting in concert, is
interested will be treated as an acquisition of interests in shares carrying
voting rights for the purpose of Rule 9.1 of the Code.
An offer under Rule 9 must be made in cash at the highest price paid by the
person required to make the offer, or any person acting in concert with such
person, for any interest in shares of the company during the 12 months prior
to the announcement of the offer.
Rule 9 Waiver
Under note 5 of the notes on the dispensations from Rule 9 of the Code, the
Panel may waive the requirement for a general offer to be made in accordance
with Rule 9 if, in the case of an issue of new securities, independent
shareholders of the company who are independent of the person who would
otherwise be required to make an offer and any person acting in concert with
him or her and do not have any interest in the proposed transaction which may
compromise their independence ("Independent Shareholder") and whom together
hold shares carrying more than 50 per cent. of the voting rights of the
company which would be capable of being cast on a Rule 9 waiver resolution
confirm in writing that they approve the proposed waiver and would vote in
favour of any resolution to that effect at a general meeting (the "Rule 9
Waiver Resolution").
The Company has obtained such written confirmation and has obtained permission
from the Takeover Panel to waive the requirement for a Rule 9 waiver
resolution to be considered at a general meeting.
The waiver to which the Panel has agreed under the Code will be invalidated if
any purchases are made by Mahbubul Matin, or any person acting in concert with
him, in the period between the date of this Announcement and the Extraordinary
General Meeting. Mahbubul Matin, nor any person acting in concert with him,
has purchased Ordinary Shares in the 12 months preceding the date of this
Announcement.
Mahbubul Matin Concert Party
On completion of the Acquisitions, the Mahbubul Matin Concert Party
(comprising 19 shareholders) will be interested in 489,730,827 Ordinary
Shares, representing approximately 80.37 per cent. of the enlarged voting
rights of the Enlarged Group. Following completion of the Acquisitions, the
members of the Concert Party will hold shares carrying more than 50 per cent.
of the voting rights of the Company and (for so long as they continue to be
acting in concert) no obligation to make an offer under Rule 9 will normally
arise from acquisitions of interests in shares carrying voting rights by any
member of the Concert Party.
The Mahbubul Matin Concert Party will not be restricted from making an offer
for the Company unless the Mahbubul Matin Concert Party either makes a
statement that it does not intend to make an offer or enters into an agreement
with the Company not to make an offer. No such statement has been made or
agreement entered into as at the date of this Announcement.
Proposed Board changes
As part of the Acquisitions, Kane Black, Chief Executive Officer of the
Company, will step down from the Board, conditional upon and with effect from
Admission, in connection with the completion of the Acquisitions and the
transition to the Enlarged Group. Ashley Paxton and Meriel Lenfestey will
remain on the Board as Non-Executive Directors following Admission. In
addition, four proposed Directors from the Dotlines Group will be appointed as
Directors on Admission, being Mahbubul Matin as Executive Chairman, Jakir
Chowdhury as CEO, Mohammad Sazzad as CFO and Jonathan Kini as Non-Executive
Director. Brief biographical details on the Directors and proposed Directors
are set out in the Admission Document.
Further details of the Acquisitions, the proposed strategy of the Dotlines
Group and the risk factors associated with the Proposals are set out in the
Admission Document.
Publication of Admission Document and Notice of Extraordinary General Meeting
The Admission Document has been published today and is available on the
Company's website at:
https://ikigaiventuresltd.com/reports-documents/
(https://ikigaiventuresltd.com/reports-documents/) . Shareholders are
encouraged to read the Admission Document in full.
The Admission Document includes the notice convening the Extraordinary General
Meeting to be held at the registered office of the Company at Plaza House,
Third Floor, Elizabeth Avenue, St. Peter Port, Guernsey, GY1 2HU at 9 a.m. on
8 May 2026 to pass the Resolutions required to implement, inter alia, the
Acquisitions and Admission.
At the EGM, the following resolutions will be proposed to approve:
1. The Acquisition of Dotlines Guernsey and Audra Solutions;
2. The adoption of a new Share Option Plan;
3. The specific disapplication of pre-emption rights with respect to the
issue of the Consideration Shares, the Conversion Shares and the AIM Broker
Warrants on Admission;
4. The general disapplication of pre-emption rights following Admission
up to 20 per cent. of the Enlarged Share Capital;
5. The adoption of the New Articles (the changes to be proposed to the
Articles are to ensure that the articles contain the correct referencing as a
result of moving the Company from the Main Market to AIM); and
6. The change of the name of the Company from Ikigai Ventures Limited to
Dotlines Global Limited.
The implementation of the Proposals will require the approval of the
Resolutions. If the Resolutions are not passed then the Proposals will not
proceed.
Recommendation and Irrevocable Undertakings
The Existing Directors believe that the Proposals are in the best interests of
Shareholders and the Company as a whole and therefore recommend that all
Shareholders vote in favour of all the Resolutions.
In addition, the Company has received irrevocable undertakings from certain
shareholders to vote in favour of the Resolutions (or procure to be done) in
respect of their interests in Ordinary Shares (and those of their family and
trusts), representing, in aggregate, approximately 58.99 per cent. of the
Existing Ordinary Shares.
Issue of convertible loan note to the Company
On 20 April 2026, the Company and Audra Pte. Ltd. entered into the Convertible
Loan Agreement, pursuant to which Audra Pte. Ltd. advanced an unsecured,
interest-free loan of £180,000 to the Company for the purposes of making
certain payments to creditors and for working capital purposes. On Admission,
the loan will convert into the CLA Shares at the Issue Price. The agreement
provides that if Admission does not occur and the CLA Shares are not issued,
then the loan amount shall become repayable by the Company in cash on the
maturity date, being 30 September 2026. In the event that the Company fails to
repay the loan amount in cash, the loan converts into Ordinary Shares at 4.25p
per Ordinary Share.
Issue of shares to directors and deed of indemnity
On 20 April 2026, the Company entered into letter agreements with each of Kane
Black, Ashley Paxton and Meriel Lenfestey, pursuant to which the Company
agreed to issue the Existing Director Accrual Shares at the Issue Price to
Meriel Lenfesty, Ashley Paxton and Kane Black for fees and expenses
outstanding and payable up to the date of Admission. Their respective letters
provide that Ashley Paxton and Meriel Lenfestey shall be issued their Existing
Director Accrual Shares on Admission, and that Kane Black (via Severn Capital
Limited) shall be issued his Existing Director Accrual Shares six months from
the date of Admission in accordance with the terms of the KB Deed of
Indemnity, as set out below.
The Company, Kane Black, Audra Solutions and Dotlines Guernsey entered into a
deed of indemnity on 20 April 2026, pursuant to which Kane Black agreed to
provide the Company, Audra Solutions and Dotlines Guernsey with certain
representations and warranties, on an indemnity basis, in respect of certain
creditors of the Company and the amount owed to each of those creditors on
Admission. In the event of any breach of representation, warranties or
indemnities under the deed, the Company shall be entitled to set off the
equivalent amount of any such claims against his Existing Director Accrual
Shares. Subject to certain exceptions, the liability of Kane Black under the
deed is limited to the value of his Existing Director Accrual Shares.
The Board of Ikigai considers these transactions to be fair and reasonable
from the perspective of the Company and other shareholders in order
to support and complete the Proposals.
Admission statistics and details of new Ordinary Shares to be issued
Number of Ordinary Shares in issue as at the date of this Announcement 20,680,000
Number of Consideration Shares 585,342,816
Total number of Conversion Shares to be issued on Admission 3,310,975*
Enlarged Share Capital 609,333,791
Issue Price 9.5 pence
Anticipated market capitalisation of the Company on Admission at the Issue £57.9 million
Price
ISIN for the Ordinary Shares GG00BPG8J619
SEDOL BPG8J61
LEI code 213800L6HSNUEFYY3J85
AIM symbol DOTL
* An additional 398,309 Conversion Shares will be issued at the Issue Price on
the date that is six months after Admission being the Existing Director
Accrual Shares due to Kane Black and subject to the KB Deed of Indemnity.
Expected timetable of principal events
Admission Document published and notice of Extraordinary General Meeting 20 April 2026
Final date for proxy votes to be submitted 6 May 2026
Extraordinary General Meeting and announcement of results from the 8 May 2026
Extraordinary General Meeting
Final day listed on the Main Market of the London Stock Exchange 8 May 2026
Delisting from the Main Market of the London Stock Exchange and admission to 11 May 2026
AIM
Enquiries:
Ikigai Ventures Limited
Kane Black, CEO Via Allenby Capital
Allenby Capital Limited (Nominated Adviser and Broker)
Jeremy Porter/Nick Athanas (Corporate Finance) +44 (0)20 3328 5656
Jos Pinnington / Lauren Wright (Equity Sales & Corporate Broking)
Gracechurch Group (Financial PR)
Harry Chathli/Claire Norbury +44 (0)20 4582 3500
Definitions
The following definitions are used throughout this announcement unless the
context requires otherwise:
"Acquisitions" the proposed acquisition by the Company of the entire issued share capital of
Audra Solutions and Dotlines Guernsey pursuant to the terms of the Acquisition
Agreements
"Admission" the admission of the Enlarged Share Capital to trading on AIM becoming
effective in accordance with Rule 6 of the AIM Rules for Companies
"AIM" the market of that name operated by the London Stock Exchange
"AIM Broker Warrants" the 526,316 warrants to be granted to Allenby Capital, in connection with and
conditional on Admission, to subscribe for new Ordinary Shares at the Issue
Price
"Audra Solutions" Audra Solutions Limited, a company incorporated in England and Wales under
company number 14416796
"Articles" the existing articles of incorporation of the Company as at the date of the
Admission Document, further details of which are set out in paragraph 5 of
Part VIII of the Admission Document
"Board" the Existing Directors
"Cancellation" the cancellation of the listing of the Ordinary Shares to the equity shares
(shell companies) category of the Official List and to trading on the Main
Market
"CLA Shares" the 1,894,737 new Ordinary Shares to be issued to Audra Pte. Ltd. on Admission
pursuant to the Convertible Loan Agreement
"Company" or "Ikigai" Ikigai Ventures Limited, a limited company incorporated in Guernsey with
registered number 69265 whose registered office address is Level 3 Plaza
House, Elizabeth Avenue, St Peter Port, Guernsey GY1 2HU
"Consideration Shares" the 585,342,816 new Ordinary Shares to be issued on Admission as consideration
for the purchase of the issued share capital of Dotlines Guernsey and Audra
Solutions by the Company
"Conversion Shares" the CLA Shares, the Existing Director Accrual Shares and the Incentive Bonus
Shares
"Convertible Loan Agreement" the convertible loan agreement entered into between the Company and Audra Pte.
Ltd. dated 20 April 2026 pursuant to which Audra Pte. Ltd made a loan for the
sum of £180,000 to the Company, further details of which are set out in
paragraph 13.9 of Part VIII of the Admission Document
"Directors" the Existing Directors and the Proposed Directors
"Dotlines Group" the Dotlines Guernsey Group and Audra Solutions
"Dotlines Guernsey" Dotlines (Guernsey) Limited
"Dotlines Guernsey Group" Dotlines (Guernsey) Limited and its subsidiaries, being Dotlines Global
Limited, Dotlines Pte. Ltd., Dotlines Sdn. Bhd. and Systems Solutions &
Development Technologies Sdn. Bhd.
"Enlarged Group" the Company and the Dotlines Group following completion of the Acquisitions
and Admission
"Enlarged Share Capital" the Existing Ordinary Shares, the Consideration Shares and 3,310,975
Conversion Shares
"Existing Directors" the directors of the Company as at the date of this Announcement, being Kane
Black (who is retiring on Admission), Ashley Paxton and Meriel Catherine
Lenfestey
"Existing Director Accrual Letters" the letters from the Company dated 20 April 2026 to each of the Existing
Directors confirming the number of Existing Director Accrual Shares to be
issued to each of them on Admission (other than in the case of Kane Black,
whose Existing Director Accrual Shares are due to be issued in accordance with
the KB Deed of Indemnity)
"Existing Director Accrual Shares" the aggregate 573,747 new Ordinary Shares to be issued at the Issue Price in
satisfaction of director fees and expenses incurred and which remain unpaid
for the period to Admission, of which 87,719 new Ordinary Shares will be
issued to each of Meriel Lenfestey and Ashley Paxton on Admission and 398,309
new Ordinary Shares will be issued to Kane Black six months following
Admission subject to the KB Deed of Indemnity
"Existing Ordinary Shares" the 20,680,000 ordinary shares of no par value each in the capital of the
Company which are in issue as at the date of this Announcement
"Extraordinary General Meeting" or "EGM" the extraordinary general meeting of the Company to be held at the Company's
registered office at Plaza House, Third Floor, Elizabeth Avenue, St Peter Port
at 9.00 a.m. on 8 May 2026
"Incentive Bonus Shares" the 1,240,800 new Ordinary Shares to be issued to Kane Black on Admission
pursuant to the terms of the KB Employment Agreement, details of which are set
out in paragraph 13.12 of Part VIII of the Admission Document
"Issue Price" 9.5 pence per new Ordinary Share
"KB Deed of Indemnity" the deed of indemnity dated 20 April 2026 entered into between the Company,
Kane Black, Audra Solutions and Dotlines Guernsey, further details of which
are set out in paragraph 13.11 of Part VIII of the Admission Document
"KB Employment Agreement" the employment agreement entered into between the Company and Kane Black dated
26 April 2024, pursuant to which the Company has agreed to issue the Incentive
Bonus Shares to Kane Black, details of which are set out in paragraph 13.12 of
Part VIII of the Admission Document
"Main Market" the LSE's main market for securities admitted to the Official List
"New Articles" the new articles of incorporation of the Company to be adopted on Admission in
accordance with resolution 5 of the Notice of Extraordinary General Meeting,
further details of which are set out in the Admission Document
"Official List" the Official List maintained by the FCA in its capacity as competent authority
for the purposes of Part VI of FSMA
"Ordinary Shares" the ordinary shares of no par value in the capital of the Company, having the
rights set out in the Articles
"Proposals" the Acquisitions, the proposed amendment to the Articles, Cancellation and
Admission
"Proposed Directors" Mahbubul Matin, Mohammad Monsurul Hoq Sazzad, Jakir Ahmed Chowdhury and
Jonathan Kini who are to be appointed as directors of the Company with effect
from Admission
"Rule 9 Offer" an offer to acquire a company pursuant to rule 9 of the Code
"Shareholder" a holder of Ordinary Shares
"Share Option Plan" the unapproved share option scheme to be adopted by the Company on Admission,
further details of which are set out in paragraph 12 of Part VIII of the
Admission Document
"Takeover Code" or the "Code" the UK City Code on Takeovers and Mergers issued by the Panel as amended from
time to time
"Takeover Panel" or the "Panel" the Panel on Takeovers and Mergers
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