REG - Ikigai Ventures Ltd - Proposed Acquisition and Suspension of Trading

Ikigai VenturesAnnouncement

21/08/2025 07:45

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RNS Number : 2404W  Ikigai Ventures Limited  21 August 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310

 

21 August 2025

Ikigai Ventures Limited

("Ikigai" or the "Company")

 

Proposed Acquisition

Suspension of Listing and Share Trading

 

Ikigai Ventures Limited (LSE: IKIV), a special purpose acquisition company
focused on high-growth, scalable businesses, is pleased to announce that it
has entered into conditional, non-binding heads of terms for the acquisition
of Dotlines Global Plc and its subsidiaries ("Dotlines Group"), together with
Audra Solutions Limited ("Audra") (together, the "Target Group") (the
"Proposed Acquisition") for a consideration of approximately £67 million,
subject to, inter alia, execution of a definitive share purchase agreement and
customary due diligence. The consideration for the Proposed Acquisition is
intended to be satisfied through the issue of new Ikigai shares. Following
completion, and subject to the Proposed Acquisition becoming unconditional,
the Company intends to seek admission of its enlarged share capital to trading
on AIM, the London Stock Exchange's market for growth companies ("Admission").

 

The Target Group is a vertically integrated technology group operating across
the UK and Southeast Asia, focused on delivering innovative solutions in
digital infrastructure, AI driven cyber security and fintech. Dotlines Global
Plc, the holding company for the Dotlines Group, and Audra are both
incorporated in England and Wales with head offices in London. The Target
Group also has offices in Singapore and Malaysia.

 

The Target Group has developed a suite of proprietary technology platforms
aimed at addressing critical gaps in digital inclusion, infrastructure, and
security across emerging and developed markets. Key innovations include five
business lines and products:

 

·      Sohoj - a digital lifestyle platform purpose-built for migrant
communities, designed to support seamless connectivity, financial empowerment,
and cross-border engagement.

 

·      Catena - an AI-powered OSS/BSS (operations support
system/business support system) platform, delivering end-to-end scalability
and automation for telecom operators, enabling them to streamline operations,
accelerate time to market, and optimise customer lifecycle management.

 

·      Audra - a plug-and-play, cloud-managed security device for homes
and SMEs. Designed to balance enterprise-grade protection with affordability
and ease of use, Audra reflects Dotlines Group's IP-driven approach, with UK
patent filings currently underway.

 

·      Carnival Internet - a UK-based full-fibre broadband provider
launched in 2025. Leveraging the Catena platform, Carnival offers flexible,
community-centric connectivity services.

 

·      Digital Gamification & Engagement - a rapidly expanding
division delivering interactive, data-led user engagement solutions through
partnerships with global fintech and telecom firms.

 

In the financial year to 31 December 2024, the Target Group reported unaudited
pro forma revenues of £22 million and EBITDA of £1.7 million.

 

Allenby Capital Limited has been appointed as Ikigai's Sponsor, Financial
Adviser, Nominated Adviser and Broker for the Proposed Acquisition and
Admission.

 

Kane Black, Chief Executive of Ikigai, commented:

 

"On behalf of the Board of Ikigai, we are delighted to announce our agreement
with Dotlines and Audra, an innovative and fast-growing technology group
operating at the intersection of digital infrastructure, cybersecurity, and
fintech. Dotlines' platforms enhance connectivity and security in underserved
markets, delivering practical solutions with meaningful impact. I have been
impressed by the calibre and vision of the Dotlines and Audra leadership team,
whose deep sector expertise positions the Target Group well for its next stage
of growth. We look forward to working together to achieve a successful
admission to AIM to support Dotlines' and Audra's global ambitions."

 

Mahbubul Matin, Founder and Chairman of Dotlines Global Plc and Audra,
commented:

 

"I am pleased with the opportunities this transaction brings as we continue to
execute on our strategy for the benefit of our shareholders, clients, and
team. This marks an important step in our journey to scale our presence and
realise our global ambitions as we build an integrated technology group with
meaningful reach and impact. The proposed transaction with Ikigai and
admission to AIM will provide a strong platform for growth, enabling us to
address rising demand for our services and pursue strategic consolidation
opportunities across the UK and beyond."

 

Terms and conditions of the Proposed Acquisition

 

The Proposed Acquisition involves the acquisition by the Company of the entire
issued share capital of Dotlines Global Plc and Audra, which will include a
delisting of the Company's shares from the Official List of the Financial
Conduct Authority and the Main Market of London Stock Exchange in conjunction
with the proposed Admission.

 

The directors of the Target Group are of the opinion that Admission will
provide future access to fresh equity capital, enhance the Target Group's
brand and profile, provide a platform to execute on potential acquisition
opportunities in a fast-growing market using cash or shares, and create
incentive and retention plans for key staff.

 

The Proposed Acquisition is subject to, inter alia, due diligence, execution
of binding share purchase agreements, shareholder approval of certain matters
at a general meeting and admission of the enlarged share capital of the
Company to trading on AIM. In addition, the Proposed Acquisition is
conditional upon a waiver being granted by the Panel on Takeovers and Mergers
of any requirement under Rule 9 of the Takeover Code that would otherwise
arise on the Target Group shareholders' to make a general offer to the
Company's shareholders as a result of the issue of new ordinary shares in the
Company to the Target Group's shareholders.

 

The Heads of Terms are non-binding except with regard to confidentiality,
exclusivity, costs and other customary conditions for a transaction of this
nature which are binding.

 

Temporary suspension of listing and trading of Ordinary Shares

 

The Proposed Acquisition would be classified as an "initial transaction" under
Section 13.4 of the UK Listing Rules ("UKLR"). Therefore, in accordance with
UKLR 21.1.4 and 21.3, the Company has requested the suspension of its ordinary
shares of £0.465 each (ISIN: GG00BPG8J619) from its listing on the Equity
shares (shell companies) category of the the Official List of the Financial
Conduct Authority and from trading on the Main Market of the London Stock
Exchange with effect from 7.30 a.m. today.

 

Should the final terms of the Proposed Acquisition be agreed, the Company will
issue an announcement with further details pursuant to UKLR 13.4.22R and UKLR
13.4.23R.

 

The parties intend to proceed as quickly as possible with the Proposed
Acquisition, however, there can be no certainty that the Proposed Acquisition
will be successfully completed, nor as to the final terms or timing of the
Proposed Acquisition. If the Proposed Acquisition does not complete for any
reason, it is expected that the suspension of the Company's listing on the
Official List will be lifted, subject to FCA approval, and trading in the
Company's shares on the Main Market of the London Stock Exchange will
recommence.

 

For further information please contact:

 

 Ikigai Ventures Limited                                                  Via IFC
 Kane Black, CEO

 Allenby Capital Limited (Sponsor, Financial Adviser & Broker to the      +44 (0) 20 3328 5656
 Company)
 Jeremy Porter, Piers Shimwell, Lauren Wright

 IFC Advisory Limited (Financial PR and IR)                               +44 (0)20 3934 6630
 Tim Metcalfe, Zach Cohen, Florence Staton                                ikigaiventures@investor-focus.co.uk

 

 

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