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REG - Tiger Alpha Plc - Proposed Placing, Share sub-division, Update

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RNS Number : 4447Q  Tiger Alpha Plc  27 January 2026

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RELEVANT SECURITIES LAWS OF SUCH JURISDICTION .

 

This Announcement does not constitute a prospectus or offering memorandum or
an offer in respect of any securities and is not intended to provide the basis
for any investment decision in respect of Tiger Alpha PLC or other evaluation
of any securities of Tiger Alpha PLC or any other entity and should not be
considered as a recommendation that any investor should subscribe for or
purchase any such securities.

 

This Announcement contains inside information for the purposes of the UK
version of the market abuse regulation (EU No. 596/2014) as it forms part of
United Kingdom domestic law by virtue of the European Union (Withdrawal) Act
2018 ("UK MAR"). In addition, market soundings (as defined in UK MAR) were
taken in respect of certain of the matters contained in this Announcement,
with the result that certain persons became aware of such inside information,
as permitted by UK MAR. Upon the publication of this Announcement, this inside
information is now considered to be in the public domain and such persons
shall therefore cease to be in possession of inside information.

 

For immediate release

27 January 2026

 

Tiger Alpha PLC

("Tiger" or the "Company")

 

Proposed Placing, Share sub-Division and

Corporate Update

 

The Board of Tiger Alpha plc (AIM: TIR) is pleased to announce that the
Company has today conditionally raised £1.55 million gross proceeds through a
placing arranged and led by Fortified Securities at a price of 0.375p per
Ordinary Share.

The Placing is conditional on the passing of the resolution to be proposed at
a General Meeting ("Resolution").

 

Placing

The Company has today conditionally raised £1.55 million (inclusive of
commission  expenses settled in shares) through a placing arranged and led by
Fortified Securities ("Placing") at a price of 0.375p per new Ordinary Share
(the "Placing Price"). The Placing is conditional on the passing of the
Resolution at the General Meeting (as described below).

The Placing Price compares to the closing mid-market price per share of 0.425p
on 23 January 2026 (being the last practicable date prior to the announcement
of the Placing). Subject to shareholder approval of the Resolution, the
Company will issue 413,333,333 new Ordinary Shares ("Placing Shares")
pursuant to the Placing.

The proceeds (after expenses) from the Placing will be used to advance the A.I
focused investments and  for general working capital purposes.

The Resolution

Under the Companies Act 2006, a company must not issue shares at a price lower
than their nominal value.  The Placing was conducted at 0.375p per share, so
the Directors have decided that it is appropriate to lower the nominal value
of an ordinary share from £0.01 (one penny) to £0.001 (one tenth of a
penny).

The sub-division is to be approved by an ordinary resolution of the members of
the Company (the "Resolution") at a general meeting (the "General Meeting")
and splits each existing Ordinary Share of £0.01 (the "Existing Ordinary
Shares") into one new ordinary share of £0.001 ("New Ordinary Share") and one
deferred share of £0.009 ("Deferred Share").

The Deferred Shares will have no dividend or voting rights and, upon a return
of capital, the right only to receive the amount paid up thereon after the
holders of ordinary shares in the capital of the Company have received the
aggregate amount paid up thereon plus £1m per share.  No certificates will
be issued for the Deferred Shares and CREST accounts will not be credited with
Deferred Shares.  The Deferred Shares will not be admitted to trading on any
exchange.

As the Placing is conditional upon the Resolution, the Company will provide a
further announcement confirming the date when the rights to transfer Existing
Ordinary Shares held in certificated form and uncertificated holdings in
respect of Existing Ordinary Shares will be disabled pending completion of the
General Meeting. Subject to approval of the Resolution, it is expected that
admission of the New Ordinary Shares will become effective and that dealings
in the New Ordinary Shares will commence at 8:00 a.m. the trading day after
the passing of the Resolution ("Admission").

It is intended that new share certificates will be sent to shareholders, who
hold their shares in certificated form, following Admission. These new share
certificates will replace existing share certificates. Definitive certificates
for the New Ordinary Shares to be issued in certificated form are expected to
be dispatched by post no later than five (5) trading days after passing of the
Resolution. Temporary documents of title will not be issued. Pending despatch
of definitive share certificates, transfers of New Ordinary Shares held in
certificated form will be certified against the register held by the Company's
registrars. Shareholders who hold their Existing Ordinary Shares in
uncertificated form are expected to have their CREST accounts credited with
the New Ordinary Shares as soon as possible after 8:00 a.m. three (3) trading
days after the passing of the Resolution.

The Company will apply for a new ISIN and SEDOL as required for the New
Ordinary Shares, any details of which will be announced by a regulatory news
service in due course.

A circular, containing Notice of the General Meeting is expected to be
published and despatched to Shareholders shortly (the "Circular") and the
Company will provide a further announcement to confirm the posting of the
Circular and the proposed date of Admission. Following publication, the
Circular will be available on the Group's website at www.tigerinvests.com

 

Corporate Update

The Board is pleased to provide an update on corporate developments:

·       Board changes:

As previously announced, Colin Bird has stepped down as Chairman of the
Company from the start of the year and the Board would like to thank Colin for
his years of dedicated service and valuable contribution to the Company. Also
as announced, Brian Stockbridge has been appointed as Interim Chairman.

·       Portfolio rationalisation:

The Company has completed the divestment of substantially all its legacy
resource investments, realising proceeds of some £175,000 This disposal marks
a further step in simplifying the Company's investment portfolio and aligning
it with its current focus.

·       New investment performance:

The Company is encouraged by the progress in particular from existing
AI-focused investments. The Tiger Beta subnet now has over US$200,000 of alpha
tokens under management and is generating in excess of 26 TAO per day in
emissions. In addition, the recently launched KDN-1 subnet has already
accumulated over US$280,000 of alpha tokens and is generating more than 25 TAO
per day in emissions.

Jonathan Bixby, CEO of Tiger, commented:

 

"We are encouraged by the progress we are seeing across our AI-focused
investments and believe this validates the strategic direction the Company has
taken. The performance of our existing subnets, alongside the successful
launch of KDN-1, demonstrates the scalability and cash-generative potential of
our approach. The strong support shown in the recent fundraising is a clear
vote of confidence in our plan and provides the Company with the resources to
continue executing on its strategy and building long-term shareholder value."

 

Share Issue and Admission

Conditional upon approval of the Resolution, the Company will be making an
application for admission to trading on AIM of a total of 853,944,104 New
Ordinary Shares, (being the 440,610,771 Existing Ordinary Shares and the
413,333,333 Placing Shares), subject to the passing of the Resolution, and
which is expected to take place on or around Admission.

As part of the Placing, Fortified Securities (a trading division of RiverFort
Global Capital Ltd and registered broker member of the London Stock Exchange)
will receive 23,200,000 warrants exercisable at the Placing Price with a term
of 48 months.

Other Information

 

A copy of this announcement is available at the Company's website
www.tigerinvests.com

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MAR").

 

 For further information please contact:

 

 Tiger Alpha PLC               Jonathan Bixby                                  +44 (0) 20 7581 4477
 Beaumont Cornish (Nomad)      Roland Cornish & Felicity Geidt                 +44 (0) 20 7628 3369

 Fortified Securities          Guy Wheatley                                    +44 (0)203 4117773

 (Broker)                      Email: guy.wheatley@fortifiedsecurities.com
                               (mailto:guy.wheatley@fortifiedsecurities.com)
 Novum Securities              Jon Belliss                                     +44 (0) 20 7399 9425

 (Broker)

 

Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is
acting as nominated adviser to the Company in connection with this
announcement and will not regard any other person as its client and will not
be responsible to anyone else for providing the protections afforded to the
clients of Beaumont Cornish or for providing advice in relation to such
proposals. Beaumont Cornish has not authorised the contents of, or any part
of, this document and no liability whatsoever is accepted by Beaumont Cornish
for the accuracy of any information, or opinions contained in this document or
for the omission of any information. Beaumont Cornish as nominated adviser to
the Company owes certain responsibilities to the London Stock Exchange which
are not owed to the Company, the Directors, Shareholders, or any other person.

Forward Looking Statements

Certain statements in this announcement are or may be deemed to be forward
looking statements. Forward looking statements are identified by their use of
terms and phrases such as ''believe'' ''could'' "should" ''envisage''
''estimate'' ''intend'' ''may'' ''plan'' ''will'' or the negative of those
variations or comparable expressions including references to assumptions.
These forward-looking statements are not based on historical facts but rather
on the Directors' current expectations and assumptions regarding the Company's
future growth, results of operations, performance, future capital and other
expenditures, competitive advantages, business prospects and opportunities.
Such forward looking statements reflect the Directors' current beliefs and
assumptions and are based on information currently available to the Directors.
A number of factors could cause actual results to differ materially from the
results discussed in the forward-looking statements including risks associated
with vulnerability to general economic and business conditions competition
environmental and other regulatory changes actions by governmental authorities
the availability of capital markets reliance on key personnel uninsured and
underinsured losses and other factors many of which are beyond the control of
the Company. Although any forward-looking statements contained in this
announcement are based upon what the Directors believe to be reasonable
assumptions. The Company cannot assure investors that actual results will be
consistent with such forward looking statements.

 

 

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