REG - Jade Road Investmts - New Investing Policy & Share Combination Circular

Jade Road InvestmentsAnnouncement

22/05/2026 15:00

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RNS Number : 5162F  Jade Road Investments Limited  22 May 2026

JADE ROAD INVESTMENTS LIMITED

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

New Investing Policy

Share Combination

Change of Name

Authority to allot Ordinary Shares

Partial Suspension of Takeover Provisions

Notice of General Meeting

 

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 that the Company will today post the below Circular to
Shareholders. These documents will also shortly be available on the Company's
website.

 

The General Meeting of the Company ‎ will be held at 10.00 a.m. UKT on 8
June 2026 at Troutman Pepper Locke UK LLP, Second Floor, 201 Bishopsgate,
London EC2M 3AB.

 

Capitalised terms used but not otherwise defined in this announcement shall
have the meanings ascribed to such terms in the Circular, unless the context
requires otherwise.

 

For further information, please contact:

Jade Road Investments Limited

+44 (0) 778 531 5588

John Croft

 

Zeus Capital Limited - Nominated Adviser & Sole Broker

+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

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 Publication and posting of this Circular and Form of Proxy   22 May 2026
 Latest time and date for receipt of Forms of Instruction    10.00 a.m. UKT on 3 June 2026
 Latest time and date for receipt of Forms of Proxy          10.00 a.m. UKT on 4 June 2026
 Date of General Meeting                                      10.00 a.m.  UKT on 8 June 2026
 Latest time and date for dealing in Ordinary Shares         5.30 p.m. UKT on 8 June 2026
 Share Combination record date                               6.00 p.m. UKT on 8 June 2026
 Issue and allotment of Combined Shares                      9 June 2026
 Admission of Combined Shares to AIM                         8 a.m. on 9 June 2026

 

 

 

DIRECTORS AND ADVISERS

 

 Directors:                       John Croft (Executive Chairman)

                                  Nicolas Vassaux (Non-Executive Director)

                                  Yunus Olcer (Non-Executive Director)

                                  Christian Reyntjens (Non-Executive Director)

 Registered Office:               Commerce House, Wickhams Cay 1

                                  PO Box 3140

                                  Road Town, Tortola

                                  British Virgin Islands VG1110

 Principal Place of Business:     Unit GA-00-SZ-L1-RT-202

                                  FinTech Hive

                                  Gate Avenue Level 1

                                  Dubai International Financial Centre (DIFC)

                                  Dubai, United Arab Emirates

 Company Secretary:               Conyers Corporate Services (BVI) Limited

                                  Commerce House, Wickhams Cay 1

                                  PO Box 3140

                                  Road Town, Tortola

                                  British Virgin Islands VG1110

 English Lawyers to the Company:  Troutman Pepper Locke UK LLP

                                  Second Floor

                                  201 Bishopsgate

                                  London EC2M 3AB

 BVI Lawyers to the Company:      Ogier

                                  11(th) Floor

                                  Central Tower

                                  28 Queen's Road

                                  Central Hong Kong

 Auditors:                        PKF Littlejohn LLP

                                  15 Westferry Circus

                                  London E14 4HD

 Registrars:                      Computershare Investor Services (BVI) Limited

                                  Woodbourne Hall

                                  PO Box 3162

                                  Road Town, Tortola

                                  British Virgin Islands

 Depositary:                      Computershare Investor Services PLC

                                  The Pavilions

                                  Bridgwater Road

                                  Bristol BS13 8AE

 Company Website:                 www.jaderoadinvestments.com

 

 

 

PART 1

 

LETTER FROM THE EXECUTIVE CHAIRMAN

JADE ROAD INVESTMENTS LIMITED

 

(Incorporated in the British Virgin Islands with registration number 1459602)

 

 Directors:                                     Registered Office:

 John Croft (Executive Chairman)                Commerce House, Wickhams Cay 1

 Nicolas Vassaux (Non-Executive Director)       PO Box 3140

 Yunus Olcer (Non-Executive Director)           Road Town, Tortola

 Christian Reyntjens (Non-Executive Director)   British Virgin Islands, VG1110

 

22 May 2026

 

Dear Shareholder

 

 

New Investing Policy

Share Combination

Change of Name

Authority to allot Ordinary Shares

Partial Suspension of Takeover Provisions

Notice of General Meeting

1.    Introduction

This Circular contains notice of the Company's GM, at which the Directors are,
inter alia, seeking approval from the shareholders to (i) adopt the New
Investing Policy; (ii) proceed with the Share Combination; (iii) change the
name of the Company; (iv) renew the authority to issue new shares; (v) suspend
the Takeover Provisions; and (vi) adopt the Amended and Restated Articles and
Amended and Restated Memorandum.

 

2.    Background to and reasons for the New Investing Policy

The Company is proposing to update its Investing Policy to reflect more
transparently how the Board believes long-term shareholder value is actually
created under the Company's strategy. The Board's belief, supported by the
track record of the most successful late-stage technology investors, is that
meaningful capital appreciation comes from a small number of high-conviction
positions in category-defining businesses, not from broad diversification
across 40-50 holdings of roughly 2% each, which tends to dilute returns toward
a benchmark-like outcome without materially improving the underlying risk
profile. The universe of private companies genuinely capable of sustained
global market leadership (such as SpaceX, OpenAI, Anthropic, Databricks,
Stripe and a handful of comparable peers) is, by definition, narrow. The Board
believes that shareholders are therefore best served by the New Investing
Policy that allows the Company to gain exposure to those types of businesses
with conviction rather than suppressing position sizes for the sake of
diversification.

The Company will primarily source investments through:

•     in-kind contribution structures, whereby existing holders of
private company shares contribute those securities into the Company in
exchange for newly issued shares of the Company;

•     direct secondary market purchases of private company shares from
existing shareholders;

•     co-investment arrangements with strategic partners, anchor
investors, or co-sponsors; and

•     primary subscriptions in financing rounds.

 

As announced by the Company on 9 February 2026, the Company is seeking to
complete material new equity issues of a minimum of US$100 million comprising
in-kind and cash investments as part of its first phase. The new equity issue
is now expected to be completed in the next quarter. The Board believes there
is scope for the Company's investment model to facilitate further equity
issues materially in excess of this level and has ambitions to grow its NAV to
over US$1 billion.

The New Investing Policy also reflects the practical mechanics of portfolio
construction. During the Investment Period, the portfolio will, by design, be
concentrated in one or a handful of positions while investments are
progressively made through in-kind contributions, secondary purchases and
primary subscriptions. The New Investing Policy therefore expressly permits
single-asset weightings of up to 75% of net asset value until the expiry of
the Investment Period, tapering thereafter to a 50% limit of net asset value
measured at-cost immediately after any single new investment. Critically, this
concentration is expected to decline structurally over time as (i) further
high-conviction investments are added to the portfolio, (ii) existing holdings
mature toward liquidity events, IPOs, strategic sales and secondary disposals,
enabling partial or full realisations and redeployment of proceeds, and (iii)
successive equity raises provide additional capital for investment into new
opportunities, mechanically reducing the weight of any dominant position.

The AIM Rules do not impose any mandatory diversification threshold on
investing companies. Nonetheless, Shareholders are advised to exercise caution
when considering the New Investing Policy given it may result in a highly
concentrated profile in terms of size, holding and nature of the Company's
future investments. In particular, Shareholders are asked to consider the
non-exhaustive list of risk factors set out in Annex B in deciding whether to
approve the New Investing Policy at the General Meeting.

Current Investing Policy

The current Investing Policy, as set out in the Company's circular to
Shareholders dated 10 October 2025, is ‎as follows‎:

1)   The Company has an indefinite life, is sector-agnostic, and is
primarily focused on and weighted towards mid / late-stage technology
investments with a lesser weighting on earlier stage technology investments.
The overarching objective of the Company is generating long-term capital gains
for its shareholders.

2)   The Company will seek the best risk-adjusted returns globally, with a
preference for opportunities in the United States, Europe, and Asia.

3)   The Company will primarily take direct stakes in private companies,
either through cash investments or through issuing its own shares as
consideration. It may also invest through indirect structures (including but
not limited to special purpose vehicles) and in listed securities, futures,
Exchange Traded Funds, Money Market Funds, over-the-counter traded securities,
currencies, convertible securities, forward contracts and contractual
obligations or similar such assets. The Company could take long or short
positions in such assets.

4)   At the time of entering into any investment, the Company shall ensure
that such investment does not represent more than 20% of the Company's net
asset value immediately following the relevant transaction, except while the
Company's net asset value is less than $100m. There is no limit to the number
of investments the Company may undertake.

5)   With respect to early-stage investments, the Company shall ensure that,
on a cumulative basis, such investments do not represent more than 25% of the
Company's net asset value immediately following the relevant transaction.

6)   There are no restrictions on the duration for which the Company may
hold any investment, nor on the timeframe within which the Company must make
its investments. There are no restrictions on the Company's ability to realise
or sell any of its investment portfolio at any time.

7)   The Company will pursue a predominantly passive management strategy.
However, on a case-by-case basis, it may seek to secure additional governance
rights-such as observer or board appointments-where circumstances or specific
assets justify enhanced oversight.

8)   The Company may utilise gearing when appropriate, applying it
selectively and prudently, and guided by market conditions, liquidity, and
investor expectations.

9)   Where the Company issues its own shares as consideration for interests
in other companies, such cross holdings will be limited to 20 per cent of the
Company's issued shares in aggregate from time to time.

New Investing Policy

In order to facilitate the Company's strategic objectives, the Company is
proposing Resolution 1 to amend the Investing Policy to the New Investing
Policy as set out in Annex A in this document.

Taxation status

The Group companies are incorporated in the BVI, Hong Kong and the United
Kingdom. Companies are not subject to any income tax in the BVI. The Group
does not engage in any business activities or generate income in Hong Kong or
the United Kingdom; no liability therefore arises to taxation in either
jurisdiction. The change to the Investing Policy will not result in a change
to the Company's taxation status.

NAV Updates

At the conclusion of the Investment Period the Company will provide quarterly
NAV updates.

Expertise Board of Directors

Mr. John Croft, Executive Chairman

John Croft is an experienced Chairman, non-executive Director and executive
with a successful international career in the technology and financial
services sectors.

 

He is also a non-executive Director at Aura Renewable Acquisitions PLC and
Golden Rock Global PLC, both Special Purpose Acquisitions Companies (SPACs)
quoted on the Standard List (Cash Shells) and AIM respectively of the London
Stock Exchange, and non-executive Director at Brazilian Nickel Limited which
is developing a Nickel and Cobalt project in North-Eastern Brazil.

 

He has previously held senior Director level positions in Racal Electronics
and NCR Corporation, following an early career in banking with HSBC and
Citibank.

 

Mr Yunus Olçer, Non-executive Director

 

Yunus Olcer is an experienced investment manager and currently consults to
NOIA Capital, a Dubai-based multi-family office specialising in growth capital
investments, acting as Portfolio Manager of its public equities hedge fund
investments. He began his career in investment banking at Goldman Sachs in
London, before moving into investment management roles at BlueMountain
Capital, Sikra Capital (Leucadia Investment Management) and Berry Street
Capital, where he focused on global equities, credit and special situations
investments.

 

He holds a degree in Industrial Engineering and Management from the Technical
University of Berlin, graduating with first-class honours, and also studied
Corporate Finance and Management at Tongji University in Shanghai.

 

Mr. Christian Reyntjens, Non-executive Director

Christian Reyntjens is the founder of A Black Square, a family office focused
on investments in special situations, real estate, and private equity. The
family office also oversees the family's art collection and maintains
engagement with cultural institutions.

 

Prior to founding A Black Square, Christian was a Partner at York Capital
Management, where he led the European equity group and co-managed the York
European Opportunities and York European Focus funds. Earlier in his career he
worked in Mergers & Acquisitions at Merrill Lynch in London.

 

Christian holds an M.S. in Banking and Finance from HEC Lausanne and a B.S.
and M.S. in Management Engineering from the Catholic University of Leuven.

 

Mr. Nicolas Vassaux, Non-executive Director

Nicolas Vassaux is a Belgian entrepreneur and investor, currently Head of
Direct Deals at NOIA Capital, a Luxembourg-based multi-family office
specializing in growth capital. He co-founded NOIA Capital in 2019, initially
launching one of Europe's earliest regulated digital asset investment funds.
Since then, he has helped expand the firm into a diversified investment
platform deploying internal and external capital across four verticals: listed
equities, direct deals, digital assets, and alternative managers. Nicolas sits
on the board of multiple private companies.

Before founding NOIA Capital, Nicolas worked in the direct investments
division of a Belgian family office, focusing on tech venture capital and
small to mid-sized non-tech companies, where he also took on operational roles
such as CFO and COO within portfolio companies. Earlier in his career, he
spent time at Deloitte in the Growth & Turnaround practice and nearly five
years at Roland Berger, advising on growth strategies, cost-reduction
programs, reorganizations, and M&A.

Nicolas began his career at Degroof Petercam in private wealth portfolio
management. He holds a first-class honours degree from the Solvay Brussels
School and is fluent in French, English, and Spanish.

3.    Share Combination

The Company proposes to combine every 10 authorised issued and unissued
ordinary shares of no par value into 1 ordinary share of no par value (the
"Combined Shares") in the Company (the "Share Combination").

 

The record date for the Share Combination is 6 p.m. UKT on 8 June 2026.
Fractional entitlements resulting from the Share Combination will be
disregarded and will not be issued to shareholders.

 

Following the Share Combination application will be made to admit 1,076,004
Combined Shares to trading on AIM in place of the existing Ordinary Shares,
which is expected to occur at 8 a.m. on 9 June 2026.

 

Following the admission to AIM of the Combination Shares on 9 June 2026, there
will be 1,076,004  outstanding Ordinary Shares in issue with equal voting
rights. This figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company's share capital
pursuant to (i) the Company's Articles, (ii) the Financial Conduct Authority's
Disclosure Guidance and Transparency Rules and/or (iii) the AIM Rules.

 

The Company has applied for and received a new ISIN and SEDOL required as a
result of the Share Combination. The new ISIN is VGG4S09E1392 and the new
SEDOL is BWM2159.  The existing ISIN and SEDOL will be cancelled.

 

4.    Change of Name

The Company is seeking shareholders' approval to change its name to Shaires
Holdings Ltd.  The Company's new TIDM on AIM will be "SHR".

The new name will only become effective upon registration of the new name with
the BVI Registrar.

5.    Authority to allot Ordinary Shares

Following the Share Combination, to ensure that the Company can complete
future equity fundraising and issue further equity when required to implement
the New Investing Policy (including any New Equity Issuance) and reach its
ambitions of growing its NAV to in excess of US$1 billion, the Board is
proposing that the Directors be granted a mandate to allot 100,000,000
Ordinary Shares (post Share Combination), representing approximately 93 times
the Company's then existing share capital (following completion of the Share
Combination). This authority will revoke the authority previously granted at
the Company's general meeting held on 8 January 2026 and will expire at the
conclusion of the next annual general meeting of the Company following the
passing of this resolution, or, if earlier, at the close of business on 8
September 2026, save that the Company may, before such expiry, make an offer
or agreement which would or might require Ordinary Shares to be allotted or
rights to be granted after such expiry and the Board may allot Ordinary Shares
or grant rights in pursuance of such an offer or agreement as if this
authority had not expired.

In light of the substantial share allotment authorities being proposed by the
Company at the General Meeting in order to execute the New Investing Policy
and any New Equity Issuance, the Board notes that it will give due
consideration to offering existing eligible Shareholders the opportunity to
participate in future cash fundraises through launching a retail offering, or
equivalent, should it be considered appropriate.

6.    Partial Suspension of Takeover Provisions

The Takeover Provisions currently require any person who acquires a beneficial
interest in shares carrying 30% or more of the Company's voting rights or, if
already holding between 30% and 50%, acquires any additional interest to
extend a mandatory offer to all remaining shareholders. Whilst the Directors
recognise that the Takeover Provisions serve an important protective function
for minority shareholders, they have concluded that, in the context of the
Company's New Equity Issuance and the implementation of the New Investing
Policy, the Takeover Provisions would likely lead to additional and uncertain
conditionality in completing new investments. In particular, the obligation to
make a mandatory offer, or seeking a waiver of such requirement, may deter
otherwise suitable investors from participating in any New Equity Issuance,
thereby constraining the Company's ability to raise capital on attractive
terms and to execute the New Investing Policy effectively.

Accordingly, the Directors are seeking Shareholders' approval to grant the
Board authority, for a period of 18 months from the effective date of the
Amended and Restated Articles (the "Suspension Period"), to suspend the
Takeover Provisions in connection with any New Equity Issuance settled by way
of in-kind contribution that would otherwise trigger the mandatory offer
obligation. Any such suspension would be exercised by the Board only after
consultation with the Company's nominated adviser and would be limited in
scope to the circumstances of the relevant New Equity Issuance. For the
avoidance of doubt, the Takeover Provisions will otherwise remain in full
force and effect during the Suspension Period in respect of any New Equity
Issuance settled by way of cash or purchase of existing shares and will
automatically resume in respect of all transactions upon its expiry. Subject
to Shareholders' approval of the suspension of the Takeover Provisions as
described above, Article 46 of the Articles will also be amended to
incorporate the Board's ability to suspend the Takeover Provisions in respect
of New Equity Issuances where the consideration is an in-kind contribution
during the Suspension Period.

Shareholders should note that the exercise of this authority will remove, in
respect of any New Equity Issuance which is specifically settled by way of
in-kind contribution, a protection that would otherwise be available to them.
The Board is mindful of this and wishes to draw Shareholders' attention to the
following safeguards that it intends to apply in connection with any New
Equity Issuance in respect of which the Board decides to exercise its
discretion to suspend the Takeover Provisions:

a)   Nominated adviser consultation: the Board will consult with the
Company's nominated adviser prior to exercising the suspension authority in
respect of any New Equity Issuance.

b)   Investor due diligence: the Company will conduct appropriate due
diligence and allow the Nominated Advisor to conduct appropriate due
diligence, on any prospective new investor whose participation in any New
Equity Issuance would, but for the suspension, trigger the mandatory offer
obligation, with a view to assessing the suitability of that investor and the
potential impact of their shareholding on the Company and its shareholders.

c)   Relationship agreement: where any individual shareholder would,
following completion of any New Equity Issuance, hold 20% or more of the
Company's issued share capital, the Board will give due consideration as to
whether to require that shareholder to enter into a relationship agreement
with the Company prior to or contemporaneously with the relevant New Equity
Issuance. Such agreement would be intended to ensure, amongst other things,
that the Company is capable of carrying on its business independently of that
shareholder, that transactions and arrangements between the Company and that
shareholder (and their associates) are conducted at arm's length and on normal
commercial terms, and that the shareholder does not take any action to
circumvent the proper application of the AIM Rules.

d)   Continued AIM Rules compliance: notwithstanding the suspension of the
Takeover Provisions in respect of a specific New Equity Issuance, the Company
will continue to comply with all applicable obligations under the AIM Rules
for Companies and other applicable regulations.

The Board considers that the proposed authority strikes an appropriate balance
between facilitating the Company's investment objectives and preserving
adequate protections for Shareholders during the proposed 18-month period. The
Directors will exercise the authority responsibly and only where they consider
it to be in the best interests of the Company and its Shareholders as a whole.
Shareholders are reminded that the suspension of the Takeover Provisions in
connection with any New Equity Issuance will be disclosed to the market in
accordance with the Company's obligations under the AIM Rules and UK MAR, and
Shareholders will be kept informed of any material developments in relation to
the Company's shareholding structure.

7.    Adoption of second amended and restated memorandum and articles of
association

The Company will propose a Resolution to adopt the Amended and Restated
Memorandum and the Amended and Restated Articles to incorporate the new
company name, the new maximum number of shares the Company is authorised to
issue following the Share Combination and the amended Takeover Provisions.

8.    Action to be taken

You will find the Notice of General Meeting set out at the end of this
document.  The General Meeting (at which the Resolutions will be proposed)
will be held at 10 a.m. UKT on 8 June 2026.  All the Shareholders are
entitled to vote for or against the Resolutions.

Shareholders will be sent a Form of Proxy for use at the General Meeting.
Whether or not you intend to be present at the General Meeting, you are
requested to complete and return the Form of Proxy in accordance with the
instructions printed thereon as soon as possible.  To be valid, completed
Forms of Proxy must be received by the Company's registrars, Computershare
Investor Services (BVI) Limited, c/o The Pavilions, Bridgwater Road, Bristol
BS99 6ZY no later than 10.00 a.m. UKT on 4 June 2026, being 48 hours before
the time appointed for holding the General Meeting.  Completion of the Form
of Proxy will not preclude you from attending and voting at the General
Meeting in person if you so wish.

Depositary Interest Holders will be provided with a Form of Instruction for
use at the General Meeting.  Whether or not you wish to be present at the
General Meeting, you are requested to complete and return the Form of
Instruction or lodge a vote through the CREST system in accordance with the
instructions printed thereon as soon as possible.  To be valid, completed
Forms of Instruction must be received by the Depositary at The Pavilions,
Bridgwater Road, Bristol BS99 6ZY no later than 10.00 a.m. UKT on 3 June 2026,
being 72 hours before the time appointed for holding the General Meeting.

Completion of the Form of Instruction will not preclude you from attending and
voting at the General Meeting in person if you so wish. Please refer to the
information on the Form of Instruction on how to request attendance.

9.    Recommendation

The Directors recommend Shareholders vote in favour of the Resolutions to be
proposed at the General Meeting as they intend to do in respect of the
Ordinary Shares held by them at the date of this Circular.

Yours faithfully

John Croft

Executive Chairman

Jade Road Investments Limited

 

PART 2

NOTICE OF GENERAL MEETING

 

 

JADE ROAD INVESTMENTS LIMITED

 

(Incorporated in the British Virgin Islands under the BVI Business Companies
Act, 2004)

 

(the "Company")

 

 

 

NOTICE IS HEREBY GIVEN that the general meeting (the "Meeting") of the members
of the Company will be held at 10 a.m. UKT on 8 June 2026 at Troutman Pepper
Locke UK LLP, Second Floor, 201 Bishopsgate, London EC2M 3AB, to consider and,
if thought fit, pass the following resolutions by way of ordinary resolutions:

 

 

1.   NEW INVESTING POLICY

 

THAT the existing investing policy of the Company be replaced with a new
investing policy as set out in Annex in the circular of the Company dated 22
May 2026 and in the form tabled at the end initialled by the Chairman.

 

2.   SHARE COMBINATION

 

THAT:

 

a)   every ten (10) authorised issued and unissued ordinary shares of no par
value in the Company be and are combined into one (1) new ordinary share of no
par value (the "Combined Share"), and such Combined Shares shall rank pari
passu in all respects with each other and shall have the rights and privileges
and be subject to the restrictions in respect of ordinary shares contained in
the memorandum and articles of association of the Company such that following;

 

b)   all fractional Combined Shares resulting from the Share Combination
will be disregarded and will not be issued to the shareholders of the Company;
and

 

c)   subject to the Share Combination taking effect, the Company be
authorised to issue up to a maximum of 150,000,000 ordinary shares of a single
class without par value, and Clause 5 of the memorandum of association of the
Company currently in effect be deleted and replaced with the following new
Clause 5 of the memorandum of association of the Company:

 

"The Company is authorised to issue up to a maximum of 1,500,00,000 ordinary
shares of a single class without par value.".

 

3.   CHANGE OF NAME

 

THAT the name of the Company be changed from "Jade Road Investments Limited"
to "Shaires Holdings Ltd", subject to the approval and registration and the
issuance of certificate of change of name issued by the Registrar of Corporate
Affairs in the British Virgin Islands.

 

4.   AUTHORITY TO ALLOT SHARES

 

THAT:

 

a)   subject to paragraphs (b) and (c) of this Resolution and in accordance
with the articles of association of the Company (the "Articles"), the exercise
by the board of directors during the Relevant Period (as defined below) of all
the powers of the Company to allot, issue and otherwise deal with new shares
of the Company and to allot, issue or grant securities convertible into
shares, or options, warrants or similar rights to subscribe for any shares or
such convertible securities, and to make or grant offers, agreements options
and warrants which would or might require the exercise of such powers be
generally and unconditionally approved;

 

b)   the approval in paragraph (a) of this Resolution shall not extend
beyond the Relevant Period but shall authorise the Directors during the
Relevant Period to make or grant offers, agreements, options and warrants
which would or might require the exercise of such power after the end of the
Relevant Period; and

 

c)   subject to the passing of Resolution 2, the number of shares allotted
or agreed conditionally or unconditionally to be allotted (whether pursuant to
an option or otherwise) by the Directors for cash consideration and/or where
consideration is satisfied by means of an in-kind contribution of assets to
the Company pursuant to the approval in paragraph (a) of this Resolution, and
otherwise than pursuant to the exercise of the subscription or conversion
rights attaching to any warrants or any securities convertible into shares or
the exercise of the subscription rights under any option scheme or similar
arrangement for the time being adopted for the grant or issue to persons such
as officers and/or employees of the Company and/or any of its subsidiaries of
shares or rights to acquire shares or any scrip dividend providing for the
allotment of shares in lieu of the whole or part of a dividend on shares in
accordance with the Articles, shall not exceed 100,000,000 shares of the
Company (post the Share Combination under Resolution 2) and the said approval
shall be limited accordingly;

 

For the purposes of Resolution 4:

 

"Relevant Period" means the period ending on the conclusion of the next annual
general meeting of the Company following the passing of the Resolution, or, if
earlier, at the close of business on 8 September 2026, save that the Company
may, before such expiry, make an offer or agreement which would or might
require Ordinary Shares to be allotted or rights to be granted after such
expiry and the Board may allot Ordinary Shares or grant rights in pursuance of
such an offer or agreement as if this authority had not expired..

 

 

5.   PARTIAL SUSPENSION OF TAKEOVER PROVISIONS

 

THAT for a period of 18 months from the effective date of the second amended
and restated memorandum of association of the Company, the Directors, in their
sole discretion after consulting with the Company's nominated adviser, be
authorised to suspend the operation of Article 46 of the Company's currently
adopted articles of association in respect of any subscription of the
Company's ordinary shares where the consideration payable is satisfied by way
of an in-kind contribution of assets to the Company.

 

 

6.   ADOPTION OF SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF
ASSOCIATION

 

THAT:

a)   subject to the passing of Resolutions 2 and 3, the second amended and
restated memorandum of association reflecting the amendments made by
resolutions 2 and 3 above in the form tabled at the end initialled by the
Chairman be and is hereby adopted and approved in substitution for the current
memorandum of association of the Company and the registered agent of the
Company be and is hereby authorised to make all such filings with the
Registrar of Corporate Affairs in the British Virgin Islands as may be
required to give effect to the foregoing; and

 

b)   subject to the passing of Resolution 5, the second amended and restated
articles of association reflecting the amendment made by resolution 5 above in
the form tabled at the end initialled by the Chairman be and is hereby adopted
and approved in substitution for the current articles of association of the
Company and the registered agent of the Company be and is hereby authorised to
make all such filings with the Registrar of Corporate Affairs in the British
Virgin Islands as may be required to give effect to the foregoing.

 

7.   AUTHORITY OF DIRECTORS TO EXECUTE RELEVANT DOCUMENTS

 

THAT any director or officer of the Company be and is hereby authorised for
and on behalf of the Company to execute and deliver all such other documents,
instruments and agreements, whether under the seal of the Company or
otherwise, and to do all such acts or things as may be necessary or desirable
to give effect to the foregoing.

Notes to the Notice of General Meeting

 

1.     In order to be entitled to attend and vote at the Meeting, a
registered member must be on the Company's share register by close of business
on 4 June 2026 or 48 hours for any adjourned meeting.

 

2.     Subject to notes 3 and 5 below, only members are entitled to attend
and vote at the Meeting.

 

3.     A member entitled to attend and vote at the Meeting is entitled to
appoint one or more proxies (for holder of two or more shares) to attend and
vote instead of that member. A proxy need not be a member of the Company. To
be valid, the form of proxy, together with the power of attorney or other
authority (if any) under which it is signed, or a certified copy of such power
or authority, must be lodged with the Company's share registrar, Computershare
Investor Services (BVI) Limited, c/o The Pavilions, Bridgwater Road, Bristol,
BS99 6ZY no later than 10 a.m. (UKT) on 4 June 2026 or 48 hours before any
adjourned meeting.

 

4.     At the Meeting, the chairman of the Meeting will exercise his power
under Article 15.1(a) of the Articles to put the above resolutions to the vote
by way of a poll.

 

5.     Depositary Interest Holders who are CREST members and who wish to
issue an instruction through the CREST electronic voting appointment service
may do so by using the procedures described in the CREST manual (available
from www.euroclear.com). CREST personal members or other CREST sponsored
members, and those CREST members who have appointed a voting service
provider(s), should refer to their CREST sponsor or voting services
provider(s), who will be able to take the appropriate action on their behalf.

 

In order for instructions made using the CREST service to be valid, the
appropriate CREST message (a CREST Voting Instruction) must be properly
authenticated in accordance with the specifications of Euroclear UK &
International Limited (EUI) and must contain the information required for such
instructions, as described in the CREST Manual (available via
www.euroclear.com (http://www.euroclear.com) ).

 

The message, regardless of whether it relates to the voting instruction or to
an amendment to the instruction given to the Depositary must, in order to be
valid, be transmitted so as to be received by the issuer's agent (ID 3RA50) no
later than 10 a.m. (UKT) on 3 June 2026. For this purpose, the time of receipt
will be taken to be the time (as determined by the timestamp applied to the
CREST Voting Instruction by the CREST applications host) from which the
issuer's agent is able to retrieve the CREST Voting Instruction by enquiry to
CREST in the manner prescribed by CREST.

 

CREST members and, where applicable, their CREST sponsors or voting service
providers should note that EUI does not make available special procedures in
CREST for any particular messages. Normal system timings and limitations will
therefore apply in relation to the transmission of CREST Voting Instructions.
It is the responsibility of the CREST member concerned to take (or, if the
CREST member is a CREST personal member or sponsored member or has appointed a
voting service provider(s), to procure that the CREST sponsor or voting
service provider(s) take(s)) such action as shall be necessary to ensure that
a CREST Voting Instruction is transmitted by means of the CREST service by any
particular time. In this connection, CREST members and, where applicable,
their CREST sponsors or voting service providers are referred, in particular,
to those sections of the CREST Manual concerning practical limitations of the
CREST system and timings.

 

The Company may treat as invalid a CREST Voting Instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.

 

Alternatively, holders of Depositary Interests can complete a Form of
Instruction to appoint Computershare Company Nominees Limited, the
Depositary's custodian, to vote on the holder's behalf at the General Meeting
or, if the General Meeting is adjourned, at the adjourned meeting. To be
effective, a completed and signed Form of Instruction (and any power of
attorney or other authority under which it is signed) must be delivered to the
offices of the custodian, Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol BS99 6ZY, UK by no later than 10.a.m. (UKT) on 3 June
2026 or 72 hours before any adjourned meeting.

 

Entitlement to attend and vote at the meeting and the number of votes which
may be cast thereat will be determined by reference to the Depositary Interest
register at close of business on 3 June 2026. Changes to entries on the
register after that time shall be disregarded in determining the rights of any
person to attend and vote at the meeting. Should a beneficial shareholder wish
to attend the meeting in person, they will need to contact their broker or
custodian to request attendance and the relevant broker or custodian would
then need to contact the Depositary Computershare Investor Services PLC they
must notify the Depositary in writing or email
!UKALLDITeam2@computershare.co.uk by 10 a.m.(UKT) on 3 June 2026 so the
appropriate Letter of Representation can be issued by the Depositary Interest
custodian Computershare Company Nominees Limited authorising attendance.

 

 

 

 

 

Annex A - New Investing Policy

 

1. Investment Objective

The Company's objective is to generate superior long-term capital appreciation
for shareholders by acquiring and holding equity stakes - principally through
in-kind share contributions and secondary market transactions - in high-growth
private companies, with a particular focus on late-stage technology, space,
and innovation-led businesses operating globally.

2. Investment Universe

The Company may invest in any or all of the following:

•     Equity securities (including ordinary shares, preference shares,
convertible instruments, warrants, options, and other equity-linked and
synthetic instruments providing access to equity-linked returns) of private
companies at any stage of development, with a preference for late-stage or
pre-IPO businesses;

•     Equity securities of publicly listed companies, including on
recognised exchanges in the UK, USA, Europe, the Middle East, and
Asia-Pacific;

•     Special purpose vehicles, funds, or co-investment structures
established to hold interests in any of the above;

•     Debt instruments (including convertible notes, convertible loan
notes, and loan participations) in companies that fall within the above
categories, where the Company considers such instruments offer equity-like
return profiles or strategic optionality;

•     Exchange traded funds, money market instruments, listed currencies
and forward foreign exchange contracts entered into for the purposes set out
in paragraph 5, Cash, cash equivalents, and money market instruments pending
deployment or held as a reserve.

There is no restriction on sector, geography, or stage of development, though
the Company will prioritise opportunities in technology, space exploration,
financial services, clean energy, and related innovation-driven sectors
globally.

The Company's use of derivative instruments is limited to the purposes, instruments and counterparties set out in paragraph 5 (Gearing and Derivatives) below. The Company should not be permitted to use derivative structures to materially increase the risk the Company takes executing these investments.

3. Investment Strategy and Approach

The Company will pursue a concentrated, high-conviction investment strategy.
The Board believes that exceptional risk-adjusted returns are best achieved
through focused positions in a small number of businesses with compelling
growth profiles, rather than broad diversification.

The Company will primarily source investments through:

•     in-kind contribution structures, whereby existing holders of
private company shares contribute those securities into the Company in
exchange for newly issued shares of the Company;

•     direct secondary market purchases of private company shares from
existing shareholders;

•     co-investment arrangements with strategic partners, anchor
investors, or co-sponsors; and

•     primary subscriptions in financing rounds.

Investments are intended to be held on a medium-to-long-term basis (typically
3-10 years), with realisation expected through IPO, strategic sale, or
secondary market disposal. The Company is not subject to a fixed life and is
not required to return capital to shareholders within any defined timeframe,
unless the Board determines otherwise.

The Company will pursue a predominantly passive management strategy. However,
on a case-by- case basis, it may seek to secure additional governance rights -
such as observer or board appointments - where circumstances or specific
assets justify enhanced oversight.

4. Concentration and Diversification

The Company operates a deliberately concentrated investing policy and does not
impose any mandatory minimum diversification requirement.

4.1 Single-Asset Concentration
The Company's investment strategy is focused on building a concentrated portfolio of equity stakes in a select group of primarily private, late-stage companies that the Board believes are best positioned to achieve global market leadership. While the Company aims over time to hold a diversified portfolio of such investments, the Board recognises that the universe of companies with the potential to achieve or sustain that level of scale is extremely narrow - with businesses such as SpaceX, OpenAI, Anthropic, Databricks and Stripe representing the clearest candidates at this time.
Accordingly, the Company's approach prioritises maximising exposure to these select opportunities, even where this results in a highly concentrated portfolio. During the Investment Period, the Company is permitted to commit up to 75% of its net asset value to a single company, security, or investment. This window is intended to accommodate in-kind contribution transactions and initial portfolio construction, during which time the Company expects to be actively building its broader investment portfolio alongside any dominant single position. Notwithstanding the Investment Period the Company is still under an obligation to deploy the majority of the £6m raised on 9 February 2026 and substantially implement its Investing Policy.
Following the expiry of the Investment Period, no new investment may result in a single position exceeding 50% of net asset value at the time of commitment. For the avoidance of doubt, this limit applies at the point of investment only - existing positions may exceed 50% of net asset value as a result of subsequent valuation mark-ups without constituting a breach of this policy.
Investors should be aware that, as a result of this approach, a single holding may at any time constitute the substantial majority of, or effectively the entirety of, the Company's portfolio by value.
4.2 Number of Investments

The Company is required to maintain a minimum of five investments following
the expiry of the Investment Period. There is no limit to the number of
investments the Company may undertake.

4.3 Sector and Geography

No minimum or maximum allocation is prescribed for any sector, geography,
currency, or asset class.

4.4 Temporary and Structural Concentration

The Company acknowledges that, following a significant in-kind contribution
transaction, the resulting position may represent a substantial majority of
the Company's total assets. The Board considers this consistent with and
expressly permitted by this investment policy and does not constitute a
departure from it.

5. Gearing and Derivatives

The Company may employ leverage at the Company level and/or through special
purpose vehicles. The Board may borrow, or cause subsidiaries to borrow, for
investment purposes. Aggregate net borrowings shall not exceed 50% of net
asset value at the time of drawdown, though this limit may be exceeded
temporarily in connection with the completion of a specific investment and
shall be reduced to within the limit within 12 months of such exceedance.

Use of derivatives:

 

The Company may enter into derivative instruments only for the following
purposes:

(a) hedging currency exposure arising from investments, cash balances or
borrowings denominated in a currency other than the Company's reporting
currency;

(b) hedging interest rate exposure on the Company's borrowings; and

(c) bridging the period between a binding commitment by the Company to acquire
a specific investment and the settlement of that investment, provided that the
notional exposure of any such bridging position does not exceed the agreed
consideration for the underlying investment.

Permitted instruments are limited to forward foreign exchange contracts,
interest rate swaps entered into with an investment grade counterparty, and
listed options. The Company shall not enter into contracts for difference,
total return swaps, or any other instrument that creates synthetic, leveraged
or unfunded exposure.

 

The Company shall not use derivative instruments:

(i) to obtain leveraged exposure to any investment, asset class, index or
market;

(ii) to take a net short position in any security, index or market, save for
the closing-out of a previously established long position;

(iii) for speculative purposes unconnected with an investment, hedge or
pre-settlement bridge expressly permitted above; or

(iv) where the Company's maximum potential loss on the position is not capable
of being quantified at the time the position is entered into.

6. Cross-Holdings and Co-Investment Structures

The Company may invest alongside affiliated entities, co-sponsors, and
strategic partners, and may hold interests indirectly through special purpose
vehicles, holding companies, or co-investment vehicles established for the
purpose of holding a specific investment. Cross-holdings within group
structures established to facilitate investment will not be treated as
separate investments for the purposes of concentration calculations.

Where the Company issues its own shares as consideration for interests in
other companies, such cross holdings can be a significant majority, but not
more than 75%, of Company's issued shares in aggregate during the Investment
Period

7. Restrictions

The Company shall not:

•     Invest in other closed-ended investment funds or investing
companies admitted to trading on AIM;

•     Make any investment that the Board reasonably determines would
cause the Company to be classified as a collective investment scheme regulated
under the Financial Services and Markets Act 2000;

•     Conduct any regulated investment activity requiring FCA
authorisation in the Company's own name, unless appropriate permissions are in
place.

There are no further investment restrictions. The Board reserves the right to
make investments in any asset class, geography, sector, or structure not
expressly prohibited above.

8. Returns to Shareholders

The Company is primarily focused on capital growth and does not currently
intend to pay a dividend in the immediate future. The Board may, at its
discretion, declare a dividend if circumstances warrant.

As the portfolio of the Company matures and various of its holdings experience
liquidity events, such as strategic sales, IPOs or mergers, the Company
intends to distribute such windfall gains with its shareholders in the form of
dividends or share buy-backs as the primary focus of the Company is to provide
exposure to private late-stage companies.

The Company has no fixed wind-up date and is not required to return capital to
shareholders within any prescribed period.

9. Cash Management

Pending deployment into investments, the Company's cash may be held in
interest-bearing accounts, money market funds, short-dated government
securities, or other low-risk liquid instruments. There is no minimum cash
reserve requirement, and the Company may be fully invested at any time.

 

Annex B - Key Risk Factors

 

 

The risk factors described herein are not exhaustive. They represent certain
factors that the Company currently believes to be material. However, there may
be other risks that are not listed here which could have a material adverse
effect on the Company's business, financial condition, results of operations,
and prospects. Additional risks and uncertainties not currently known to the
Company, or that the Company currently deems to be immaterial, may also
materially and adversely affect its business operations.  The risks and
uncertainties described below are not the only ones the Company faces. The
ordering of the risk factors does not reflect the likelihood of their
occurrence or the relative magnitude of their potential impact.

 

1. Shareholder Concentration Risk

In the early stages of implementing the New Investing Policy, the Company's
shareholder register may become highly concentrated, in particular where new
capital is raised through in-kind contributions or where anchor investors
acquire significant positions as part of the initial deployment of the New
Investing Policy. A high degree of shareholder concentration may result in one
or more shareholders exercising disproportionate influence over the Company's
affairs, including in relation to the appointment and removal of Directors,
the approval of significant transactions, and decisions on dividend policy and
capital allocation.

The Board intends to seek appropriate structural protections for minority
shareholders where practicable, including through the negotiation of
relationship agreements with any shareholder holding, or controlling, 20% or
more of the Company's issued share capital. Such agreements would typically
impose obligations on the relevant shareholder to ensure that transactions
between that shareholder and the Company are conducted at arm's length and on
normal commercial terms and to refrain from taking action that would restrict
the Company's ability to operate independently. However, there can be no
assurance that the Board will, in all circumstances, be able to negotiate such
protections, that any counterparty will agree to terms that are sufficiently
robust, or that, even where such agreements are in place, they will prove
effective in practice. Shareholders should be aware that the absence or
inadequacy of such protections may materially adversely affect the interests
of minority shareholders.

 

2. Investment Concentration Risk

The Company's New Investing Policy is, by design, one of focused and selective
capital deployment rather than broad portfolio diversification. This means
that, at any given time and in particular during the initial phase of
implementing the strategy when the number of investee companies is likely to
be limited, the Company's portfolio may be concentrated in a small number of
positions. In such circumstances, the underperformance, financial difficulty,
or failure of any single investee company could have a material and
disproportionate adverse effect on the Company's net asset value, earnings,
and prospects.

The Board considers focused investment to be integral to the strategy and does
not intend to diversify the portfolio to the extent that would materially
dilute the quality or conviction of individual holdings. Accordingly,
concentration risk is expected to persist over the medium term and is not a
transient feature of the early deployment phase alone. Investors should
carefully consider whether the risk profile of a concentrated, focused
investment strategy is consistent with their own investment objectives and
risk appetite. The Company does not intend to mitigate concentration risk
through diversification, and prospective investors should not assume that such
mitigation will be sought.

 

3. Dilution Risk - Share Allotments, Disapplied Pre-emption Rights, and
In-Kind Contributions

The Company may, from time to time, seek shareholder approval to allot new
ordinary shares, including on a non-pre-emptive basis, in connection with cash
fundraises and acquisitions of investments by way of in-kind contribution.
Where pre-emption rights are disapplied, existing shareholders will not have
the right to participate in such issuances on a pro rata basis, and their
proportionate interests in the Company including their economic interest,
voting rights, and entitlement to distributions will be diluted accordingly.

Pursuant to the proposed Resolutions, the Company is seeking shareholder
approval to issue up to 93% of its existing issued share capital in order to
implement its New Investing Policy. Such approval would enable the Company to
issue new equity on a non-pre-emptive basis. The successful delivery of the
Company's strategy will result in existing shareholders being heavily diluted
as a result of material equity issuances from the New Equity Issuances.

Whilst the Board has indicated that it will give consideration to the conduct
of retail offers in appropriate circumstances, there is no obligation on the
Company to do so, and any such offers would be subject to conditions,
including minimum subscription thresholds, timing and regulatory requirements,
which may not always be capable of fulfilment. Shareholders should not assume
that they will be afforded the opportunity to participate in future fundraises
on terms equivalent to institutional or other investors. The extent of
dilution in any individual fundraise will depend on the number of shares
issued, the issue price, and the prevailing market conditions at the time, and
may be significant.

 

4. Takeover Provisions - Risk of Partial Suspension and Acquisition of a
Controlling Position Without a Mandatory Offer Obligation

The Company is subject to the Takeover Provisions. Under the Takeover
Provisions, any person who acquires an interest in shares which, taken
together with shares already held by that person and persons acting in concert
with them, carries 30% or more of the voting rights of the Company will
normally be required to make a general offer to all remaining shareholders at
the highest price paid by that person in the preceding 12 months.

The Company is seeking shareholders' approval to allow the Board to suspend
the obligation on any investor acquiring Ordinary Shares by way of in-kind
contribution to make a mandatory offer after consulting with its nominated
adviser. The Board may seek to use its discretion to suspend the Takeover
Provisions in connection with in-kind subscriptions where a prospective
investor would otherwise be required to make a mandatory offer.

Where the Board do make use of their discretion, an investor making an in-kind
contribution may acquire a controlling position in the Company, potentially in
excess of 30% of the voting rights, without being required to extend an offer
to other shareholders. This removes a material protection that would otherwise
be available to minority shareholders. Shareholders who vote in favour of
granting the Board such a discretion to suspend the Takeover Provisions with
respect to in-kind subscriptions, or who do not vote, should be aware that
they may be foregoing the right to receive a mandatory offer that could
include a premium to the prevailing market price. The Board cannot guarantee
that the terms on which any such investor acquires its controlling position
will reflect fair value for the Company's shares.

 

5. Time Horizon and Illiquidity of Investments - Uncertainty as to Timing and
Realisation of Returns

The Company's New Investing Policy focuses on investments in private companies
and other illiquid assets. By their nature, such investments have no public
market and are subject to restrictions on transfer. The ability of the Company
to realise value from any given investment will depend on a number of factors
outside the Company's control, including the financial performance and
strategic development of the investee company, prevailing market conditions at
the time of any proposed exit, the availability and appetite of potential
acquirers or co-investors, and, in some cases, regulatory approvals.

There can be no certainty as to the timeframe over which any individual
investment will generate a return, or as to the aggregate return that will
ultimately be achieved. Investment holding periods may be significantly longer
than anticipated, and the Company may be required to hold positions in
circumstances where a disposal is not commercially attractive or practically
achievable. Shareholders should not expect regular realisations or
distributions and should regard their investment in the Company as illiquid in
nature. The Company's shares may trade at a discount to net asset value in
part as a consequence of investors' perceptions of the illiquid and long-dated
nature of the underlying portfolio.

 

6. Net Asset Value Calculation - Inherent Uncertainty in the Valuation of
Private Market Investments

The Company's net asset value ("NAV") represents the Directors' best estimate
of the fair value of the Company's assets less its liabilities at a given
point in time. Where the portfolio comprises investments in private companies
and other assets for which no active secondary market exists, the
determination of fair value requires the exercise of significant judgment by
the Directors and, where applicable, by external valuers.

In the absence of quoted market prices or frequent arm's length transactions
in the relevant securities, valuations will typically be based on recognised
methodologies, including comparable company multiples, discounted cash flow
analyses, and recent transaction prices. Each of these methodologies is
subject to inherent limitations and requires assumptions, as to earnings,
growth rates, discount rates, and market comparables, which may prove
incorrect. Moreover, valuations of investee companies may only be formally
reviewed and updated on an infrequent basis, whether annually in connection
with audited accounts or, in some cases, less regularly, meaning that the NAV
reported by the Company at any given time may not reflect subsequent
developments in the condition or prospects of the underlying businesses.

Investors should be aware that the NAV per share published by the Company is
an estimate and may differ materially from the price that would be realised on
an actual disposal of the underlying investments. Significant adjustments to
carrying values may be required following the completion of investee company
audits, new financing rounds at divergent valuations, or other
value-determining events, and such adjustments may result in material
reductions to reported NAV.

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