REG - Pristine Capital PLC - Update on proposed acquisition

Pristine CapitalAnnouncement

12/12/2025 07:00

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RNS Number : 2813L  Pristine Capital PLC  12 December 2025

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

 

 

Pristine Capital Plc / EPIC: PRIS / Market: LSE

 

12 December 2025

 

PRISTINE CAPITAL PLC

("Pristine" or the "Company")

 

Update on proposed acquisition

 

Pristine Capital Plc, the Main Market cash shell focusing on the real estate
sector, announces an update on the proposed acquisition of a regional property
portfolio (the "Property Portfolio") in the United Kingdom, details of which
were first announced on 27 June 2025 (the "Proposed Acquisition") and provides
an update on the Company's financial position.

 

The Company has spent the past months working diligently on the Proposed
Acquisition and had made significant progress. Terms of the Proposed
Acquisition had been agreed with the vendor of the Property Portfolio (the
"Vendor"), and a debt facility had been agreed with a senior lender to part
fund the cost of the Proposed Acquisition. Completion of the Proposed
Acquisition would have been contingent upon Pristine raising approximately
£10 million via an equity fundraise (the "Fundraise").

 

Whilst initially challenging, the Company ultimately received indications of
support which the Directors believe would have been sufficient to raise all
the funds required to complete the Fundraise. However, the Company has now
concluded that the Vendor no longer wishes to sell the Property Portfolio to
Pristine. The Company understands that one of the proposed investors in the
Fundraise, with whom Pristine had been in detailed and strictly confidential
discussions, approached the Vendor directly, without Pristine's knowledge, and
has submitted, without Pristine's consent, a bid to buy the Property Portfolio
directly from the Vendor for a significantly greater amount than the Proposed
Acquisition price. The Directors of Pristine have taken legal advice and
intend to take all legal steps necessary to protect Pristine against what
appears to have been a breach of commercial confidentiality, including
commencing High Court proceedings, if appropriate.

 

As a result of the above, the Company will not be proceeding with the Proposed
Acquisition and will not be seeking a transfer of the ordinary shares of
Pristine to trading on AIM.  The Company's shares will remain listed on the
equity shares (shell companies) category of the Official List of the FCA and
on the Main Market of the London Stock Exchange, pending completion of an
"initial transaction" under Section 13.4 of the UK Listing Rules.

 

The Company is now reviewing its financial position in the light of these
events, in view of the potential abortive fees of the transaction and ongoing
costs and will be having discussions with its shareholders in regard to the
funding of potential legal costs. There have been preliminary indications of
support for raising further equity from certain existing shareholders and
supporters of the Company.

 

As a result, the Directors have requested to the FCA that the listing of the
Company's shares remain suspended and further announcements will be made in
due course.

 

For further information please visit www.pristinecapitalplc.com
(http://www.pristinecapital.co.uk) or contact:

 Pristine Capital plc                          Tel: +44 (0) 20 3988 0227

 Neil Sinclair, Executive Chairman

 Allenby Capital Limited (Broker)              Tel: +44 (0)20 3328 5656

 Nick Naylor/James Reeve (Corporate Finance)

 Amrit Nahal (Sales & Corporate Broking

 H/Advisors Maitland (Financial PR)

 Billy Moran                                   Tel: +44 (0) 755 491 2008

 Katie Hughes                                  Tel: +44 (0) 788 498 6542

 

 

Tel: +44 (0) 755 491 2008

Tel: +44 (0) 788 498 6542

 

 

 

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