Pre-AGM Fundraising Update
20 August 2026
R8 CAPITAL INVESTMENTS PLC
("R8" or the "Company")
Pre-AGM Fundraising Update
The Company notes that, ahead of the AGM to be held on 21 August 2026 at 10.00 am, the Fundraising of £500,000 will now comprise: (i) £353,800 raised via a combination of the Placing and Subscription, in consideration for the issue of new Ordinary Shares at an issue price of £0.00117 per share; and (ii) £146,200 raised in consideration for the issue of convertible loan notes ("CLNs"), convertible into Ordinary Shares, at a conversion price of £0.00117 per share. The CLNs will be convertible at the option of the noteholders, subject to customary conditions, prior to the maturity date of 24 months from the date of the CLN instrument. The CLNs will not attract interest and will be unsecured.
Accordingly, it is proposed that the chairman of the AGM, in accordance with the Company's articles of association, will, at the AGM, propose an amendment to Ordinary Resolution 5 of the Notice of AGM so that Resolution 5(a) reads: "up to a maximum aggregate nominal amount of £42,735.05 representing, post Sub-division, 302,393,162 Fundraising Shares and 124,957,265 Ordinary Shares to be issued on conversion of convertible loan notes."
The AGM Circular disclosed that Ruskin Capital Limited ("Ruskin Capital") was due to subscribe for £155,000 in the Fundraising but now will be replaced by Albany Capital Limited ("Albany Capital"), a Guernsey company ultimately controlled by David Rowland. Albany Capital has agreed to subscribe for (i) £80,000 in consideration for the issue of 68,376,068 Fundraising Shares; and (ii) £75,000 in consideration for the issue of £75,000 in principal value of CLNs. Following the issue of the Fundraising Shares and conversion of the CLNs to be issued to Albany Capital, together Ruskin Capital and Albany Capital will hold the following number of Ordinary Shares in the share capital of the Company:
Event
Total number of Ordinary Shares
% of the existing share capital of the Company
% of the enlarged share capital of the Company upon completion of the admission of all of the Fundraising Shares
% of the enlarged share capital of the Company post CLN conversion (assuming all CLNs are converted)
Ordinary Shares currently held
7,926,655
7.38%
1.93%
1.67%
Upon completion of the admission of all of the Fundraising Shares
76,302,723
18.62%
16.10
Post CLN conversion (assuming all CLNs are converted)
140,405,287
26.26%
Pursuant to the Fundraising, the two proposed directors to be appointed to the board shortly following the conclusion of the AGM and the passing of the AGM Resolutions, will be issued and interested in, the following number of Ordinary Shares in the share capital of the Company:
Proposed Director
Ordinary Shares
% of the enlarged share capital of the Company upon completion of the admission of all of the Fundraising Shares
Neil Jefferey
14,957,265
3.65%
David Mason
14,957,265
3.65%
The AGM Circular disclosed that David Mason would be joining the board as an executive director. Instead, David Mason will now be joining the board of directors as a non-executive director.
The revised share capital statistics and expected timetable of principal events are listed below.
Capitalised terms in this announcement shall have the same meaning as in the Circular.
The Directors of the Company accept responsibility for the contents of this announcement.
- ENDS -
Enquiries:
Company
Jonathan Rowland / Richard Morecroft
info@r8plc.com
AlbR Capital Limited
Corporate Broker
Duncan Vasey
+ 44 (0) 20 7469 0930
UPDATED SHARE CAPITAL STATISTICS
Number of Existing Ordinary Shares of £0.01
107,411,062
Nominal value of a New Ordinary Share following the Sub-division
£0.0001
Nominal value of a Deferred Share following the Sub-division
£0.0099
Number of New Ordinary Shares in issue immediately following Sub-division
107,411,062
Number of Deferred Shares immediately following Sub-division
107,411,062
Number of Fundraising Shares
302,393,162
Principal value of CLNs to be issued
£146,200
Number of Ordinary Shares to be issued on conversion of the CLNs (assuming all CLNs are converted)
124,957,263
Number of New Ordinary Shares and Fundraising Shares in issue immediately following the Placing and the Subscription and conversion of all of the CLNs
534,761,487
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of the Circular and Notice of AGM
15 July 2026
Latest time and date for receipt of Forms of Proxy in respect of the Annual General Meeting
10:00 am on 19 August 2026
Record Date for the Annual General Meeting
6:00 pm on 19 August 2026
Annual General Meeting
10:00 am on 21 August 2026
Record date for the Sub-division
6:00 pm on 21 August 2026
Issue of the Fundraising Shares
On or around 24 August 2026
Expected admission to trading of the Fundraising Shares:
29,914,530
97,435,897
75,897,436
56,837,607
42,307,692
28 August 2026
01 September 2026
03 September 2026
07 September 2026
09 September 2026
CREST accounts credited with the Fundraising Shares
24 August 2026
Fundraising Share certificates despatched
Within 10 working days of the date of Admission
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.ENDUPDFBLFLQVLLBBK
