REG - Jade Road Investmts. - Share Combination Circular

Jade Road InvestmentsAnnouncement

23/12/2025 07:31

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RNS Number : 6381M  Jade Road Investments Limited  23 December 2025

JADE ROAD INVESTMENTS LIMITED

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

Share Combination Circular

 

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
January 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

DEFINITIONS

 "AIM Rules"                   the AIM Rules for Companies and AIM Note for Investing Companies as published
                               and amended from time to time by the London Stock Exchange
 "Articles"                    the articles of association of the Company
 "BVI"                         British Virgin Islands
 "Circular"                    this document
 "Combined Shares"             ordinary shares of no par value each of the Company immediately after the
                               Share Combination becoming effective
 "Company" or "JADE"           Jade Road Investments Limited, a company registered in the BVI with registered
                               number 1459602
 "CREST"                       the electronic systems for the holding and transfer of shares in
                               dematerialised form operated by Euroclear UK & International Limited
 "Depositary"                  Computershare Investor Services PLC
 "Depositary Interest Holder"  a holder of Depositary Interests
 "Depositary Interests"        the depositary interests in respect of the underlying Ordinary Shares
 "Directors" or "Board"        the existing board of directors of the Company
 "Form of Instruction"         the depositary interest form of instruction enclosed with this document for
                               use at the GM
 "Form of Proxy"               the form of proxy enclosed with this document for use at the GM
 "General Meeting" or "GM"     the general meeting of the Company to be held at 10.00 a.m. UKT on 8 January
                               2026
 "London Stock Exchange"       London Stock Exchange plc
 "Notice of General Meeting"   the notice of the GM set out at the end of this document
 "Ordinary Shares"             ordinary shares of no par value each of the Company
 "Resolutions"                 the resolutions proposed in the Notice of General Meeting at the end of this
                               document
 "Share Combination"           the proposed combination of every one hundred (100) existing authorised issued
                               and unissued Ordinary Shares into one (1) Combined Share
 "Shareholder(s)"              holder(s) of Ordinary Shares
 "United Kingdom" or "UK"      the United Kingdom of Great Britain and Northern Ireland
 "UKT"                         United Kingdom Time
 "US$"                         US dollars

 

All references to dates and times in this document are to UKT unless otherwise
stated.  References to the singular shall include references to the plural,
where applicable, and vice versa.

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 Publication and posting of this Circular and Form of Proxy   23 December 2025
 Latest time and date for receipt of Forms of Instruction    10.00 a.m. UKT on 5 January 2026
 Latest time and date for receipt of Forms of Proxy          10.00 a.m. UKT on 6 January 2026
 Date of General Meeting                                      10.00 a.m. UKT on 8 January 2026
 Latest time and date for dealing in Ordinary Shares         5.30 p.m. UKT on 8 January 2026
 Share Combination record date                               6.00 p.m. UKT on 8 January 2026
 Issue and allotment of Combined Shares                      9 January 2026
 Admission of Combined Shares to AIM                         8.00 a.m. on 9 January 2026

 

 

 

DIRECTORS AND ADVISERS

 

 Directors:                       John Croft (Executive Chairman)

                                  Hugh Viscount Trenchard (Non-Executive Director)

                                  Stuart Crocker (Non-Executive Director)

                                  Nicolas Vassaux (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

 Hugh Viscount Trenchard (Non-Executive Director)   PO Box 3140

 Stuart Crocker (Non-Executive Director)            Road Town, Tortola

 Nicolas Vassaux (Non-Executive Director)           British Virgin Islands, VG1110

 

23 December 2025

 

Dear Shareholder

 

 

Share Combination and Increase in Authorised Share Capital

Notice of General Meeting

1.    Introduction

This Circular contains notice of the Company's GM, at which the Directors are,
inter alia, seeking renewed authority to issue and allot shares in order to
enable them to pursue the Proposed Fundraising.

 

2.    Proposed Fundraising

On 28 October 2025 at a general meeting of the Company Shareholders voted for
a change to the Company's investing policy to focus primarily on mid to
late-stage companies in the technology sector. In order to fully implement and
deploy this strategy the Company needs to raise new capital to take advantage
of significant investment opportunities in this space.

 

The Company is therefore convening the General Meeting to approve an increase
in its authorised share capital to provide adequate headroom to issue new
shares to incoming investors.

 

3.    Share Combination

The Company proposes to combine every 100 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 6.00 p.m. UKT on 8 January
2026.  Fractional entitlements resulting from the Share Combination will be
ignored and will not be issued to the shareholders of the Company.

 

Application will be made to admit 2,385,209 Combined Shares to trading on AIM
in place of the existing Ordinary Shares, which is expected to occur at 8.00
a.m. on 9 January 2026.

 

Following the admission of the Combined Shares on 9 January 2026, there will
be 2,385,209 outstanding 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 of Association, (ii) the Financial Conduct Authority's
Disclosure Guidance and Transparency Rules and/or (iii) the AIM Rules for
Companies issued by the London Stock Exchange plc as amended from time to
time.

 

The Company has applied for and received a new ISIN and SEDOL required as a
result of the Share Combination. The new ISIN is VGG4S09E1210 and the new
SEDOL is BVPJY95.  The existing ISIN and SEDOL will be cancelled.

 

4.    Increase in the maximum number of shares authorised for issue and
amendments to the memorandum of association of the Company

Following the Share Combination, the Company proposes to increase the maximum
number of Combined Shares it is authorized to issue from 6,500,000 Combined
Shares to a maximum of 1,500,000,000 Combined Shares. The Company will delete
current clause 5 of its memorandum of association in its entirety and replace
it with the new clause 5 as follows:

 "5.  NUMBER AND CLASSES OF SHARES
      The Company is authorised to issue up to a maximum of 1,500,000,000 ordinary
      shares of a single class without a par value"

Following such amendment, the Company will adopt an amended and restated
Memorandum of Association, reflecting such amendment. The amendment will
increase the maximum number of Ordinary Shares being available for issue by
the Directors going forward and will also ensure that the Company will have
sufficient headroom to allot outstanding Ordinary Shares to raise further
equity capital when required.

5.    Authority to allot Ordinary Shares

In order to ensure that the Company can complete any future equity fundraising
and raise further equity capital when required, the Board is proposing that
the Directors be granted a mandate to allot Ordinary Shares which shall not
exceed 33.33% (one-third) of the unissued Ordinary Shares of the Company. This
authority will revoke the authority previously granted at the Company's annual
general meeting held on 11 April 2025 and will expire at the conclusion of the
first annual general meeting of the Company following the passing of this
resolution, unless otherwise renewed by ordinary resolution.

6.    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 10.00 a.m. UKT on 8 January 2026.  All the Shareholders are
entitled to vote for or against the Resolutions.

Shareholders will find a Form of Proxy enclosed 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 6 January 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 find a Form of Instruction enclosed 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 5 January 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.

7.    Recommendation and irrevocable undertaking

The Directors have approached NOIA Capital (DIFC) Ltd ("NOIA"), which holds
200,000,000 Ordinary Shares representing the Company's largest shareholding
with 83.85% of the issued voting shares, to seek their support for the
proposals as set out above.

The Directors are pleased to report that NOIA has entered into an irrevocable
undertaking (the "Undertaking") to vote in favour of the Resolutions, which
means that provided the NOIA comply with the provisions of their Undertaking,
the Resolutions will be passed.

Nevertheless, 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 282,668 Ordinary Shares in aggregate 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 10.00 a.m. UKT on 8 January 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:

 

 

SPECIAL BUSINESS

 

 

1.   SHARE COMBINATION

 

THAT:

 

a)   every one hundred (100) authorised issued and unissued ordinary shares
of no par value in the Company be and are combined into one (1) new ordinary
shares 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; and

 

b)   all fractional Combined Shares resulting from the share combination
will be disregarded and will not be issued to the shareholders of the
Company.

 

2.   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 (the "Shares") 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 1, 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 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 33.33% (one-third) of the unissued Shares of the
Company and the said approval shall be limited accordingly;

 

3.   INCREASE OF MAXIMUM NUMBER OF AUTHORISED SHARES AND ADOPTION OF AMENDED
AND RESTATED MEMORANDUM OF ASSOCIATION

 

THAT:

 

a)   Subject to the passing of Resolution 1, the maximum number of shares
that the Company be authorised to issue be accordingly increased from
6,500,000 ordinary shares to 1,500,000,000 ordinary shares.‎

 

b)   Clause 5 of the Company's currently adopted memorandum of association
be deleted in its ‎entirety and replaced with the following new clause 5‎:

"5. NUMBER AND CLASS OF SHARES

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

 

c)   The amended and restated memorandum of association reflecting the
amendment made by resolution 8(a) and 8(b) 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.

 

 

4.   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 6 January 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 10:00 a.m. (UKT) on 6 January 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 10:00 a.m. (UKT) on 5 January 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 10:00 a.m. (UKT) on 5
January 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 5 January 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 10:00 a.m. (UKT) on 5 January 2026 so the
appropriate Letter of Representation can be issued by the Depositary Interest
custodian Computershare Company Nominees Limited authorising attendance.

 

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