REG - Amazing AI PLC - Debt Settlement, Subscription, Rule 9 Waiver & ABB

UnumAnnouncement

17/07/2025 17:45

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RNS Number : 5448R  Amazing AI PLC  17 July 2025

17 July 2025

 

Amazing AI plc

 

("AAI", the "Company" or the "Group")

 

Debt Settlement, Subscription, Director Dealing

Dispensation from Rule 9 of the Code

Launch of Accelerated Bookbuild and Further Debt Settlement

Related Party Transactions and Issue of Equity

 

Amazing AI plc (AQSE: AAI) - 17 July 2025: AAI, a global fintech group
specialising in online consumer loans, announces (i) an accelerated Rule 9
waiver in connection with a debt settlement and subscription agreement between
the Company and Paul Mathieson, Chief Executive Officer of the Company; (ii)
the launch of an accelerated bookbuild to raise up to £200,000, including
director participation and a related party transaction, and; (iii) a further
debt settlement agreement to convert existing debt into equity and issue to
Paul Mathieson.

 

Debt Settlement, Subscription and Director Dealing

The Company has entered into an agreement with Paul Mathieson, Chief Executive
Officer of the Company, to convert £300,000 of debt owed to him by the
Company, via the issue of 60,000,000 new ordinary shares of £0.005 each in
the Company ("Ordinary Shares") at a price of £0.005 per share ("Issue
Price"), a discount of approximately 81.81 per cent. to the Company's closing
mid-market share price on 16 July 2025 (the "Conversion Shares"). In addition,
Paul Mathieson has subscribed for £30,261 in cash via a subscription of
6,052,200 new Ordinary Shares at the Issue Price ("Subscription Shares")
(together the "Transaction" and "Transaction Shares").

 

The details of Paul Mathieson's shareholding immediately prior to and after
the Transaction are set out below (prior to launch of the ABB and further debt
conversion, as defined below):

 

                 Prior to Transaction                             After Transaction
 Name            Number of Ordinary Shares  % of Ordinary Shares  Number of         % of Ordinary Shares

                                                                  Ordinary Shares
 Paul Mathieson  33,947,801                 29.99                 100,000,001       55.79

 

 

Rule 9 of the Code on Takeovers and Mergers (the "Code") and the accelerated
Rule 9 Waiver procedure

Under Note 1 on the Notes on Dispensations from Rule 9, the Panel will
normally waive the requirement for a general offer to be made in accordance
with Rule 9 if, inter alia, those shareholders of the company who are
independent of the person who would otherwise be required to make an offer and
any person acting in concert with them and do not have any interest in the
transaction which may compromise their independence (the "Independent
Shareholders") pass an ordinary resolution on a poll at a general meeting (a
"Rule 9 Waiver Resolution") approving such a waiver.

 

Under Note 5(c) on the Notes on Dispensations from Rule 9, the Panel may waive
the requirement for a Rule 9 Waiver Resolution to be considered at a general
meeting (and for a circular to be prepared in accordance with Section 4 of
Appendix 1 to the Code) if Independent Shareholders holding more than 50 per
cent. of a company's shares capable of being voted on such a resolution
confirm to the Panel in writing that they approve such a waiver and would vote
in favour of a Rule 9 Waiver Resolution were one to be put to the shareholders
of the company at a general meeting.

 

In accordance with Note 5(c) on the Notes on Dispensations from Rule 9, 10
Independent Shareholders holding shares carrying more than 50 per cent. of the
voting rights of the Company which would be capable of being cast on a Rule 9
Waiver Resolution, have confirmed in writing to the Panel that they approve
the proposed waiver and would vote in favour of any resolution to that effect
at a general meeting. Accordingly, Paul Mathieson has been granted a
dispensation by the Panel from making a mandatory offer under Rule 9 of the
Code in relation to the Transaction.

 

Following the completion of the Transaction, Paul Mathieson will have an
interest in the ordinary shares of the Company of 55.79 per cent. of the
voting rights, representing an increase of approximately 36.85 per cent. of
the Company's enlarged share capital. The Concert Party as a whole will hold,
in aggregate, 60.56 per cent. of the Company's voting rights following
completion of the Transaction. The Concert Party, comprising Paul Mathieson,
the Company's Chief Executive Officer, Sam Prasad, a former director of the
Company, and L Prasad Pty Ltd, Sam Prasad's father's investment vehicle, will
hold more than 50 per cent. of the Company's voting share capital and as a
result would then be able, subject to Note 4 on Rule 9.1, to acquire further
shares in the Company without incurring any obligation under Rule 9 to make a
mandatory offer.

 

Launch of Accelerated Bookbuild and Further Conversion of Debt

In addition to the Transaction, the Company announces the launch of an
accelerated bookbuild, to raise up to £200,000 through the issue of up to
40,000,000 new Ordinary Shares in the Company ("ABB Shares") at the Issue
Price (the "ABB"). Paul Mathieson, Chief Executive Officer of the Company has
indicated his commitment as a cornerstone investor and largest shareholder to
invest £50,000 in the ABB by subscribing for 10,000,000 new Ordinary Shares
at the Issue Price.

 

Any funds raised through the ABB will be used in support of the Company's
Bitcoin Treasury Policy, details of which were set out in the announcements of
24 June, 27 June and 1 July 2025, and for general working capital purposes

 

The ABB will open at 4:30 p.m. on 17 July 2025 and is expected to close at
8:30 a.m. on 18 July 2025. The result of the ABB and the associated Admission
and Total Voting Rights details will be announced by the Company as soon as
practicable thereafter. Institutional investors should contact Oberon Capital,
the Company's broker, at corporatesales@oberoninvestments.com
(mailto:corporatesales@oberoninvestments.com) , to take part.

 

Additionally, Paul Mathieson has elected to convert a further £50,000 of debt
owed to him by the Company, via the issue of 10,000,000 new Ordinary Shares in
the Company at the Issue Price (the "Further Conversion Shares") ("Further
Debt Conversion") which will take place following completion of the ABB.

 

Related Party Transactions

The participation in the Transaction, the ABB and the Further Debt Conversion
by Paul Mathieson, Chief Executive Officer of the Company are related party
transactions pursuant to Rule 4.6 of the AQSE Growth Market Access Rulebook.
The Directors of AAI independent of the related party transactions, being Neil
Patrick and Glendys Aguilera, confirm that, having exercised reasonable care,
skill and diligence, the terms of the related party transactions are fair and
reasonable, insofar as the shareholders of AAI are concerned.

 

Admission and Total Voting Rights

The Transaction Shares will rank pari passu in all respects with the existing
ordinary shares of the Company. Application has been made for the 66,052,200
Transaction Shares to be admitted to trading on AQSE Growth Market
("Admission") and it is expected that Admission will take place on, or around,
23 July 2025.

 

Following Admission of the Transaction Shares, the Company's enlarged issued
share capital will comprise 179,230,759 ordinary shares. The Company does not
hold any shares in treasury. The figure of 179,230,759 ordinary shares may be
used by shareholders in the Company 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
Financial Conduct Authority's Disclosure and Transparency Rules.

 

This announcement contains inside information for the purposes of the UK
Market Abuse Regulation and the Directors of the Company accept responsibility
for the contents of this announcement.

 

Enquiries:

 

 Amazing AI plc
 Paul Mathieson - Chief Executive Officer                      iecenquiries@investmentevolution.com

 Cairn Financial Advisers LLP (AAI Corporate Adviser)
 Ludovico Lazzaretti                                          +44 (0) 20 7213 0880
 Jo Turner

 Oberon Capital (AAI Corporate Broker)
 Adam Pollock                                                 +44 (0) 203 179 5300

 Nick Lovering

 Jessica Cave

 Professional/institutional investors can contact Oberon Capital on
 corporatesales@oberoninvestments.com
 (mailto:corporatesales@oberoninvestments.com)

 

TERMS AND CONDITIONS OF THE ACCELERATED BOOKBUILD

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE ACCELERATED
BOOKBUILD. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY
ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF
INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A)
PERSONS WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND
ARE QUALIFIED INVESTORS (FOR THE PURPOSES OF THIS ANNOUNCEMENT REFERRED TO AS
"EEA QUALIFIED INVESTORS"), AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS
REGULATION (REGULATION (EU) 2017/1129) AS AMENDED FROM TIME TO TIME (THE "EU
PROSPECTUS REGULATION"); AND/OR (B) IN THE UNITED KINGDOM, PERSONS WHO ARE
QUALIFIED INVESTORS (FOR THE PURPOSES OF THIS ANNOUNCEMENT REFERRED TO AS
"UK QUALIFIED INVESTORS"), AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS
REGULATION (REGULATION (EU) 2017/1129) WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS
REGULATION")  (ACTING AS PRINCIPAL OR IN CIRCUMSTANCES TO WHICH SECTION
86(2) OF FSMA APPLIES) WHO ARE (I) "INVESTMENT PROFESSIONALS" WITHIN THE
MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); (II) PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").

 

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OR ANY OTHER APPLICABLE LAW OR REGULATION OF ANY
JURISDICTION. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES
OR PASSED UPON OR ENDORSED THE MERITS OF THE ACCELERATED BOOKBUILD OR THE
ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

 

RELEVANT CLEARANCES HAVE NOT BEEN, NOR WILL THEY BE, OBTAINED FROM THE
SECURITIES COMMISSION OF ANY PROVINCE OR TERRITORY OF CANADA; NO PROSPECTUS
HAS BEEN LODGED WITH OR REGISTERED BY, THE AUSTRALIAN SECURITIES AND
INVESTMENTS COMMISSION OR THE JAPANESE MINISTRY OF FINANCE OR THE SOUTH
AFRICAN RESERVE BANK; AND THE PLACING SHARES HAVE NOT BEEN, NOR WILL THEY BE,
REGISTERED OR QUALIFIED FOR DISTRIBUTION, AS APPLICABLE UNDER OR OFFERED IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE, PROVINCE OR TERRITORY
OF THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, OR SOUTH
AFRICA. ACCORDINGLY, THE PLACING SHARES MAY NOT (UNLESS AN EXEMPTION UNDER THE
RELEVANT SECURITIES LAWS IS APPLICABLE) BE OFFERED, SOLD, RESOLD OR DELIVERED,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, OR SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH OFFER, SALE, RESALE OR DELIVERY WOULD BE
UNLAWFUL.

 

EACH PARTICIPANT IN THE ACCELERATED BOOKBUILD ("PLACEE") SHOULD CONSULT WITH
ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED IMPLICATIONS OF AN
INVESTMENT IN THE PLACING SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN
AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A
DISPOSAL OF THEIR ORDINARY SHARES.

 

About Amazing AI plc

Amazing AI plc (AAI) is an AI driven, consumer finance fintech innovator that
leverages its regulated licensed lending and collections operations,
experience and network to distribute best-of-breed AI finance related services
globally, specifically focused on lending, collections and debt financing
services. AAI operates under the consumer brand Mr. Amazing Loans in the
United States with state consumer lending licenses/certificates of authority
and an established track-record of lending, collections and regulatory
compliance for over 14 years. AAI intends to investigate further utilisation
of AI in its own US consumer lending operational processes and seek additional
strategic collaborations, joint ventures and acquisitions in the AI sector
globally, including in AI deception detection services to increase
underwriting and collections performance. AAI also plans to investigate the
potential to conduct its own enhanced product/service development, territory
customisation and new service initiatives.

 

For more information please visit: www.investmentevolution.com/investors
(http://www.investmentevolution.com/investors)

 

Important Notices

 

Amazing AI plc (the "Company") intends to hold treasury reserves and surplus
cash in bitcoin. Bitcoin is a type of cryptocurrency or crypto asset. Whilst
the Board of Directors of the Company considers holding bitcoin to be in the
best interests of the Company, the Board remains aware that the financial
regulator in the UK (the "Financial Conduct Authority" or "FCA") considers
investment in bitcoin to be high risk. At the outset, it is important to note
that an investment in the Company is not an investment in bitcoin, either
directly or by proxy. However, the Board of Directors of the Company consider
bitcoin to be an appropriate store of value and growth for the Company's
reserves and, accordingly, the Company is materially exposed to bitcoin. Such
an approach is innovative, and the Board of Directors of the Company wish to
be clear and transparent with prospective and actual investors in the Company
on the Company's position in this regard.

 

The Company is neither authorised nor regulated by the FCA and
cryptocurrencies (such as bitcoin) are unregulated in the UK. As with most
other investments, the value of bitcoin can go down as well as up, and
therefore the value of bitcoin holdings can fluctuate. The Company may not be
able to realise any future bitcoin exposure for the same as it paid in the
first place or even for the value the Company ascribes to bitcoin positions
due to these market movements. As bitcoin is unregulated, the Company is not
protected by the UK's Financial Ombudsman Service or the Financial Services
Compensation Scheme.

 

Nevertheless, the Board of Directors of the Company has taken the decision to
invest in bitcoin, and in doing so is mindful of the special risks bitcoin
presents to the Company's financial position. These risks include (but are not
limited to): (i) the value of bitcoin can be highly volatile, with value
dropping as quickly as it can rise. Investors in bitcoin must be prepared to
lose all money invested in bitcoin; (ii) the bitcoin market is largely
unregulated. There is a risk of losing money due to risks such as
cyber-attacks, financial crime and counterparty failure; (iii) the Company may
not be able to sell bitcoin at will. The ability to sell bitcoin depends on
various factors, including the supply and demand in the market at the relevant
time. Operational failings such as technology outages, cyber-attacks and
comingling of funds could cause unwanted delay; and (iv) crypto assets are
characterised in some quarters by high degrees of fraud, money laundering and
financial crime. In addition, there is a perception in some quarters that
cyber-attacks are prominent which can lead to theft of holdings or ransom
demands. The Board of Directors of the Company does not subscribe to such a
negative view, especially in relation to bitcoin. However, prospective
investors in the Company are encouraged to do their own research before
investing.

 

Caution Regarding Forward Looking Statements

Certain statements made in this announcement are forward-looking statements.
These forward-looking statements are not historical facts but rather are based
on the Company's current expectations, estimates, and projections about its
industry; its beliefs; and assumptions. Words such as 'anticipates,'
'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar
expressions are intended to identify forward-looking statements. These
statements are not a guarantee of future performance and are subject to known
and unknown risks, uncertainties, and other factors, some of which are beyond
the Company's control, are difficult to predict, and could cause actual
results to differ materially from those expressed or forecasted in the
forward-looking statements. The Company cautions security holders and
prospective security holders not to place undue reliance on these
forward-looking statements, which reflect the view of the Company only as of
the date of this announcement. The forward-looking statements made in this
announcement relate only to events as of the date on which the statements are
made. The Company will not undertake any obligation to release publicly any
revisions or updates to these forward-looking statements to reflect events,
circumstances, or unanticipated events occurring after the date of this
announcement except as required by law or by any appropriate regulatory
authority.

 

 Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
 596/2014
 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a.  Name                                                         Paul Mathieson
 2   Reason for notification
 a.  Position/Status                                              Chief Executive Officer
 b.  Initial notification/                                        Initial Notification

     Amendment
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a.  Name                                                         Amazing AI plc
 b.  LEI                                                          984500ARA55ED7411Y77
 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

Identification Code

                                                                  ISIN: GB00BPQC9525
 b.  Nature of the transaction                                    Conversion of debt and Subscription for new Ordinary Shares, pursuant to the
                                                                  Accelerated Rule 9 Waiver.
                                                                                        Price(s) per share (p)  Volume(s)
     0.5                                                                                66,052,200

 d.  Aggregated information

     -       Volume                                               N/A

     -       Price
 e.  Date of the transaction                                      17 July 2025
 f.  Place of the transaction                                     AQSE, London

 

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