REG - Tialis Essential IT - New Subsidiary and Issue of Equity

Tialis Essential ITAnnouncement

09/04/2025 07:00

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RNS Number : 2114E  Tialis Essential IT PLC  09 April 2025

9 April 2025

 

Tialis Essential IT Plc

("Tialis" or the "Company")

Creation of New Subsidiary, Director Dealings and Issue of Equity

 

Tialis (AIM: TIA), the mid-market IT Managed Services provider, announces that
the Company intends to create a new subsidiary to house its consultancy
operations. Initially led by Andy Mills and Ian Smith, AI Auxesis Limited (the
"Subsidiary"), will be redefining the future of business growth by combining
practical strategic consulting with investment. We will partner with
early-stage organisations and visionary founders to accelerate innovation,
scale intelligent solutions, and unlock long-term value.

Our dual approach gives us a unique edge, bridging the gap between investment
and execution. We work closely with companies in AI and automation to identify
transformative opportunities, offering tailored guidance backed by real
capital support. Whether streamlining operations, deploying intelligent
systems, or scaling cutting-edge startups, we bring both the expertise and the
resources to drive meaningful impact.

Both Andy Mills and Ian Smith have been involved in numerous successful
start-ups and scale plays across the last 21 years together.

Andy Mills said: "We have a healthy pipeline of consulting and investing
opportunities and are delighted to be working with Tialis to bring this new
business to market, we see us scaling this business over the next five years
to a considerable size".

The creation of the Subsidiary requires an upfront investment of £250,000
that will be used to fund its first consulting project which will then
immediately start generating revenue and be profitable from day one. This
investment will be 50% funded by the Company and the remaining 50% funded by
direct contributions of £62,500 made into the Subsidiary by both Ian Smith,
Executive Director of the Company, and Andy Mills, in exchange for 25% of the
shares each in the Subsidiary. As non-corporate shareholders, both Ian and
Andy will be entitled to a 10% per shareholder uncapped profit share on any
capital gain in the underlying investment in the Subsidiary (the "Profit
Share").

 

The Company will contribute £125,000 to the Subsidiary.

 

Issue of Equity

In order to meet this contribution to the Subsidiary, the Company is
conducting a direct subscription in the Company's ordinary shares at the
mid-market closing price on 8 April 2025 of 60 pence per share (the
"Subscription Shares"), which it will then pass on to the Subsidiary. In total
the Company is issuing 208,333 Subscription Shares for cash for a total of
approximately £125,000 (the "Subscription").

The subscribers to this fundraise will be Ian and Andy in equal proportion to
each other at 50% each in return for their respective 25% holdings in the
Subsidiary.

Related Party Transaction

 

Ian Smith by virtue of being a director and significant shareholder of the
Company, is considered to be a related party of the Company.

 

As above, Ian has subscribed for 104,166 Ordinary Shares of 1p each in the
Company ("Ordinary Shares") through his Self-Invested Personal Pension
("SIPP") at a price of 60p per Ordinary Share.

 

Both Ian Smith's participation in the Profit Share and the Subscription
constitute related party transactions for the purposes of Rule 13 of the AIM
Rules for Companies (together, the "Related Party Transactions").

The Directors of the Company (other than Ian Smith) consider, having consulted
with Cavendish Capital Markets Limited, the Company's Nominated Adviser, that
the terms of the Related Party Transactions are fair and reasonable insofar as
the Company's shareholders are concerned.

 

Following the above transactions, Mr Smith's beneficial interest in the
Company is 647,166 Ordinary Shares, which represents 2.64% of the Company's
issued ordinary share capital.

 

Ian is also the Chief Executive Officer and major shareholder of MXC Capital
Limited ("MXC"). MXC's holding is 18,454,685 Ordinary Shares representing
75.22% of the Company's issued ordinary share capital. Ian and MXC hold in
aggregate 19,101,851 Ordinary Shares, representing 77.86% of the Company's
issued ordinary share capital.

 

Admission and Total Voting Rights

 

Application will be made to the London Stock Exchange for the admission
208,333 Subscription Shares to trading on AIM ("Admission"). It is expected
that Admission will become effective and dealings in the Subscription Shares
will commence on or around 14 April 2025.

 

The subscription Shares will be issued fully paid and will rank pari passu in
all respects with the Company's existing Ordinary Shares.

 

Following Admission, the total number of Ordinary Shares in the capital of the
Company in issue will be 24,535,077. As the Company does not currently hold
any Ordinary Shares in treasury, the total number of voting rights in the
Company following Admission will be 24,535,077. This figure may be used by
Shareholders, from Admission, as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change in their interest in, the share capital of the Company under the FCA's
Disclosure and Transparency Rules.

 

 

Further details of the PDMR dealing are included below. This information has
been provided in accordance with Article 5(1)(b) of the Market Abuse
Regulation (EU) No 596/2014 which is part of UK law by virtue of the European
Union (Withdrawal) Act 2018.

 

 

For more information, contact:

 

 Tialis Essential IT Plc                                 Tel: +44 (0)344 874 1000

 Ian Smith, Executive Director

 Cavendish Capital Markets Ltd                           Tel: +44 (0)20 7220 0500

 Nominated Adviser and Broker

 Corporate Finance: Jonny Franklin-Adams/ Elysia Bough

 Corporate Broking: Tim Redfern

 

 

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Andrew Ian Smith
 2   Reason for the notification
 a)  Position/status                                              Director
 b)  Initial notification/ Amendment                              Initial Notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Tialis Essential IT plc
 b)  LEI                                                          213800HA4PK7BHINK929
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary Shares of 1p each

     Identification code

                                                                  GB00BN4M3M55
 b)  Nature of the transaction                                    Subscription for 104,166 ordinary shares
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  60 pence  104,166
 d)  Aggregated information

     -     Aggregated volume

     -     Price                                                  104,166

                                                                   £62,499.60
 e)  Date of the transaction                                      9 April 2025
 f)  Place of the transaction                                     London, AIM

d)

Aggregated information

-     Aggregated volume

-     Price

 

 

104,166

 £62,499.60

e)

Date of the transaction

9 April 2025

f)

Place of the transaction

London, AIM

 

 

 

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