REG - Tap Global Group PLC - Board & Management Voluntary Lock-In

Tap GlobalAnnouncement

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RNS Number : 2984W  Tap Global Group PLC  12 March 2026

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER
THE UK MARKET ABUSE REGULATIONS.  ON PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE
PUBLIC DOMAIN.

 

12 March 2026

 

Tap Global Group plc

("Tap Group" or the "Company")

 

Board & Management Voluntary Lock-In

 

Voluntary 3-Year Hard Lock-In & Orderly Marketing Framework Agreed by
Leadership Representing 63% of the Company's Shares

 

Tap Global Group plc (AIM: TAP), an innovative digital finance hub that
brings money payments and crypto settlement services together in a single
user-friendly app, is pleased to announce that all directors and certain
senior leaders of the Company (together, the "Participating Shareholders")
have today each entered into an agreement in favour of the Company and the
Company's Nominated Adviser (the "Founder Alignment Deed") pursuant to which
the Participating Shareholders have voluntarily committed to a comprehensive
lock-in and orderly marketing framework in respect of their respective
shareholdings, representing, in aggregate, approximately 63.0% of the
Company's issued share capital (the "Locked Shares").

 

Under this agreement, no Participating Shareholder may sell shares on the open
market for at least three years (March 2029). The only path to personal
liquidity, after three years, is through participation as a secondary seller
alongside Company equity issue events linked to capital raising ("Equity
Fundraise"), capped at 20% of any such Equity Fundraise and subject to Board
approval. This ensures that the Participating Shareholders' interests are
strongly aligned with growth and shareholder value creation.

 

Key Terms

·      Three-year hard lock-in: No disposals for at least three years.

·      No open market sales: No Participating Shareholder can sell
shares on the open market under any circumstances, whether during or after the
lock-in period.

·      Capital raise-only exit: After the lock-in period, Participating
Shareholders may only sell shares as a secondary component of a Board-approved
Equity Fundraise.

·      20% cap: The aggregate secondary sell-down by all Participating
Shareholders may not exceed 20% of any Equity Fundraise share issuance,
ensuring at least 80% of proceeds from an Equity Fundraise flow to the Company
as primary growth capital.

·      Collective alignment: 63.0% of the Company's issued share capital
is subject to these arrangements, demonstrating unified commitment across the
Board and senior leadership.

·      Departure release: The agreement applies only for the duration of
a Participating Shareholder's service with the Company.

·      Share Options remain separate: Share options are the key
performance-linked remuneration instrument for the leadership team.
Accordingly, shares arising from the exercise of share options are not subject
to the agreement.

·      The above restrictions apply other than certain standard
exemptions including the acceptance of a recommended takeover offer,
liquidation of the Company and severe financial hardship.

The following table sets out the shareholdings of the directors and senior
leadership of the Company who are subject to the Founder Alignment Deed:

 Shareholder               Role                                Ordinary Shares Held  % of Issued Share Capital
 Arsen Torosian            Chief Executive Officer (Director)  442,481,185           59.42%
 Michael Anderson          Chief Technology Officer            11,250,000            1.51%
 Alex Philip               Head of Development                 11,250,000            1.51%
 John Taylor               Non-Executive Director              2,750,000             0.37%
 Manuel De Luque Muntaner  Non-Executive Chairman (Director)   1,075,000             0.14%
 Total Locked Shares                                           468,806,185           63.0%

Arsen Torosian, CEO of Tap Group, commented:

"I co-founded Tap because I believe that the convergence of traditional
finance and digital assets represents one of the most important structural
shifts in financial services. We are still at the very beginning of that
journey.

Our commitment as a leadership team is simple: our shares are locked for three
years. After that, we can never sell on the open market. What makes this even
more powerful is that this is not just my personal commitment. Every director
on our Board and our senior technical leadership have voluntarily locked their
shares under the same terms. In total, 63% of the Company's shares are now
locked in. That is the kind of voluntary alignment you rarely see in any
listed company.

The only way we succeed financially is if our shareholders succeed. That is
how it should be, and that is how confident we are that we are creating a
FinTech business of considerable long-term future value.

I want every current and prospective shareholder to know that this team's
commitment to Tap is collective, permanent for as long as we serve this
Company, legally binding, and completely transparent."

Manuel De Luque Muntaner, Non‑Executive Chairman of Tap Group, added:

"The Board unanimously welcomes the collective commitment of the founder-CEO,
all directors, and senior leadership, which we believe sets a new standard for
alignment among publicly listed companies.

The structure is designed so that growth is the only strategy that benefits
the leadership team. Their locked shares tie them to the share price. Their
options tie them to performance. And their exit mechanism ties them to
successful events that bring growth capital into the Company.

The Board is confident that this framework provides shareholders with an
exceptional level of protection and alignment. We encourage all current and
prospective investors to review the terms in detail."

Enquiries:

 Tap Global Group plc

 Arsen Torosian, Chief Executive Officer                   via Vigo Consulting
 SPARK Advisory Partners Limited (AIM Nominated Adviser)   +44 (0)20 3368 3555

 Andrew Emmott

 Angus Campbell
 Tennyson Securities (Joint Broker)                        +44 (0)20 7186 9030

 Peter Krens

 Alan Howard
 AlbR Capital (Joint Broker)                               +44 (0)20 7469 0930

 Gavin Burnell

 Jon Belliss

 Colin Rowbury
 Vigo Consulting (Investor Relations)                      +44 (0)20 7390 0230

 Ben Simons                                                tapglobal@vigoconsulting.com (mailto:tapglobal@vigoconsulting.com)

 Peter Jacob

Amelia Thorn

 

Investor website:

investor.tap.global (https://investor.tap.global/)

 

About Tap Global Group plc

 

Tap Global Group plc bridges the gap between traditional finance and
blockchain technology. It offers over 400,000 individual and business
customers an innovative and fully integrated fiat payments and cryptocurrency
settlement service including access to several major cryptocurrency exchanges.
Through the Tap app, customers can trade over 50 cryptocurrencies and store
them directly in their customer wallet, while benefiting from proprietary AI
middleware for real-time best-execution and pricing.

 

Tap Group's European business, Tap Global Limited, was the first
cryptocurrency FinTech company to be approved by Mastercard in Europe.
Through the Tap card, European users can convert their cryptocurrencies to
fiat and spend at more than 37 million merchant locations worldwide.

 

Tap Group's operating subsidiaries

 

Tap Global Limited serves the European customer base and is registered
in Gibraltar and licensed and regulated by the Gibraltar Financial Services
Commission under the DLT with licence No. 25532.

 

Tap's Bulgarian subsidiary has been granted a VASP registration by
the National Revenue Agency of Bulgaria in order to qualify for the EU MiCA
regulations grandfathering provisions.

 

Tap Americas LLC serves the US customer base and is a limited liability
company organised under the laws of the state of Florida. Cryptocurrency
services are provided by Zero Hash, a Chicago-based B2B2C crypto
infrastructure platform.

 

Follow us on social media:

LinkedIn: https://www.linkedin.com/company/tapglobal/
(https://www.linkedin.com/company/tapglobal/)  |
X: https://x.com/TapGlobalPlc (https://x.com/TapGlobalPlc)

 

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