REG - Jade Road Investmts. - Equity Fundraising

Jade Road InvestmentsAnnouncement

11/09/2025 13:15

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RNS Number : 0083Z  Jade Road Investments Limited  11 September 2025

 

JADE ROAD INVESTMENTS LIMITED

("Jade Road Investments", "JADE" or the "Company)

Equity Fundraising

Jade Road Investments Limited (AIM:JADE), the London quoted investment company
that looks to provide investors exposure to alternative investments which aim
to offer higher returns and lower risk than traditional asset classes, is
pleased to announce it has raised £1.2m via a subscription for 200 million
shares at a subscription price of £0.006 from NOIA Capital (DIFC) Ltd (NOIA)
(Subscription).

 

NOIA is a growth-focused multi-family office and investment firm committed to
generating long-term, risk-adjusted returns through a diversified platform of
funds and strategies. Established in 2019 with an initial focus on digital
assets and direct investments, NOIA today enables investors to participate
across both public and private markets through a variety of tailored
strategies. The firm operates across multiple regions, with teams based in
Dubai, Brussels, London, Geneva, and Luxembourg and is licensed and regulated
in Dubai.

 

Jade's strategy through its relationship with NOIA is to provide Jade with
access to the opportunity to invest in and benefit from the growth of leading
private technology companies-an opportunity typically reserved for
professional investors such as family offices, venture capital, and private
equity firms. The objective is to deliver long-term capital appreciation
through a carefully selected and diversified portfolio of high-quality,
mid/late-stage technology businesses. At the same time, Jade will aim to
provide liquidity that a public company offers and  is otherwise difficult to
access.

 

As a result of the Subscription, NOIA will own 83.85% of Jade's enlarged
issued share capital.  Pursuant to Jade's articles of association (Articles),
when any shareholder acquires, whether in a single transaction or by a series
of transactions over a period of time, an interest in Jade's shares which
carry 30% or more of the voting rights of the Company such shareholder shall
be obliged to extend an offer to the holders of all the issued shares in the
Company.  Such an offer must be in cash or be accompanied by a cash
alternative at not less than the highest price paid by that shareholder for
any interest in shares during the 12 months prior to the date upon which an
announcement of the offer (Mandatory Cash Offer).  The requirement for such a
Mandatory Cash Offer can be obviated by shareholders independent of NOIA
consenting to the Subscription by ordinary resolution on a poll (Whitewash
Resolution).

 

The Articles further provide that, where in the opinion of the board of
directors of the Company (Board), it is in such a serious financial position
that the only way it can be saved is by an urgent rescue operation which
involves the issue of new shares to, or the acquisition of existing shares by,
the rescuer, without having obtained a Whitewash Resolution, and which would
therefore otherwise require such rescuer to make a Mandatory Cash Offer, the
Board may waive the requirements of the Articles with regard to such rescuer
making a Mandatory Cash Offer provided that a Whitewash Resolution is passed
as possible after the rescue operation is carried out.

 

The Board has carefully considered the Subscription (and the fact that absent
a Whitewash Resolution, NOIA's shareholding in the Company upon completion of
the Subscription would require it to make a Mandatory Cash Offer) and the
financial position of the Company.  The Board concluded that it was
imperative for the Company's survival, given its precarious financial
position, that the Subscription was completed urgently and prior to a
Whitewash Resolution having been obtained.  The Board confirms that it
intends to publish a circular including a notice of general meeting of the
Company (Notice) forthwith at which a Whitewash Resolution will be tabled
(Circular).  Further, the Board has sought and received an irrevocable voting
undertaking to vote in favour of such Whitewash Resolution from Heirloom
Investment Management LLC (together with funds associated with it), which
together will represent 55.56% of the shares held by independent shareholders
of the Company following completion of the Subscription.

 

In addition to the Whitewash Resolution, the Circular will set out more detail
of the proposed new strategy for Jade and the Notice will also include
resolutions to change the Company's investing policy and appoint two new
directors nominated by NOIA to the Board.

 

The Company announced on 27 May 2025 that it had entered into a subscription
agreement with Verus Financial Services Limited (Verus) for a proposed
subscription by it of £1 million.  No funds were received by the Company
from Verus within the timeframe set out in the agreement and accordingly it
has been terminated.

 

The Board is pleased that the Company will now be able to continue on a
significantly stronger financial footing and intends to raise further funds
beyond this subscription in due course.  The Company's shares are currently
suspended from trading on Aim as a result of not having substantially
implementing its investing policy within the 12 months since the disposal of
the Company's legacy assets on 29 May 2024.

 

The Board intends to conclude investments in line with its Investing Policy
prior to 29 November 2025 such that it would have substantially implemented
the policy by that date. Should the Company fail to make such investments in
line with its Investing Policy by that date and/or the Company's shares are
not readmitted to trading the admission of the Company's securities on AIM
will be cancelled in line with AIM Rule 41.

 

Admission and Total Voting Rights

 

Application will been made to AIM for 200,000,000 shares (Subscription Shares)
to be admitted to trading on AIM as soon as practicable following the lifting
of Company's share suspension.

 

In accordance with the provision of the Disclosure Guidance and Transparency
Rules of the Financial Conduct Authority, the Company confirms that, following
the issue of the Subscription Shares its issued ordinary share capital will
comprise 238,522,365 ordinary shares. All of the ordinary shares have equal
voting rights. The above figure may be used by shareholders as the denominator
for the calculations to determine if they are required to notify their
interests in, or change to their interest in, the Company.

 

For further information, please contact:

 

Jade Road Investments Limited

 

+44 (0) 778 531 5588

John Croft

 

Zeus Capital Limited - Nominated Adviser

 

+44 (0) 203 829 5000

James Joyce / Andrew de Andrade

 

 

This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the
publication of this announcement via a Regulatory Information Service, this
inside information is now considered to be in the public domain

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