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Result of General Meeting

In brief · summary, not quotable

Tiger Alpha Plc, soon to be renamed Potentially AI PLC, has successfully passed all resolutions at its General Meeting, approving the acquisition of Potentially, a share consolidation, and a conditional placing and subscription raising £4.75 million through 95,000,000 new ordinary shares and a further £0.12 million via a retail offer of 2,339,260 new ordinary shares, all at 5 pence per share. The acquisition is set to complete on July 13, 2026, coinciding with the re-admission of the enlarged share capital to AIM. The company will also see board changes with the appointment of Sukhveer Sanghera, Oliver Yonchev, Lord Dominic Johnson, and Jonathan Oliver, while Jonathan Bixby, Alex Borrelli, and Nicholas Lyth will resign. Following the share consolidation, the total number of voting rights will be 382,688,658.

Full announcement

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Change of Board

Change of Company Name

Cancellation and Re-Admission to trading on AIM

and

Total Voting Rights

Tiger Alpha PLC announces that, further to the announcement on 22 June 2026, at the General Meeting held earlier today all resolutions, including the special resolution, were duly passed approving, inter alia, the acquisition of Potentially (the "Acquisition"), the Share Consolidation, and the associated conditional placing and subscription of 95,000,000 ordinary shares of 1 pence each in the Company ("New Ordinary Shares") for £4.75 million and the retail offer for up to 2,339,260 New Ordinary Shares for £0.12 million, both at an issue price of 5 pence per New Ordinary Share. Resolution 1 was passed on a poll vote and all other resolutions on a show of hands.

Consequently, on re-admission of the enlarged share capital to trading on AIM on 13 July 2026, the Acquisition will complete.

The proxy votes for the resolutions were as below:

Resolution No.For + DiscretionFor + Discretion (%)AgainstAgainst (%)Votes Withheld
1. Waiver of Rule 9 of the Takeover Code194,320,22899.24%1,489,1080.76%55,030
2. Approval of the Acquisition194,820,73899.50%980,5980.50%63,030
3. Authority to allot shares194,823,73899.50%988,5980.50%52,030
4. Share Consolidation189,801,14596.93%6,008,1913.07%55,030
5. Increase in aggregate non-executive director remuneration194,143,96399.14%1,675,9990.86%44,404
6. Appointment of Sukhveer Sanghera as a director195,055,22099.61%767,7420.39%41,404
7. Appointment of Oliver Yonchev as a director194,826,86499.49%996,0980.51%41,404
8. Appointment of Lord Johnson as a director195,055,22099.61%767,7420.39%41,404
9. Appointment of Jonathan Oliver as a director194,826,35499.49%996,6080.51%41,404
10. Disapplication of pre-emption rights194,335,02799.25%1,476,9350.75%52,404

Board Changes

Following the results of the General Meeting, the Company is pleased to confirm that the following Directors will be appointed to the Board upon completion of the Acquisition. Sukhveer Sanghera will be appointed as Chief Architect and Oliver Yonchev will be appointed as Chief Operating Officer. Lord Dominic Johnson and Jonathan ("JC") Oliver will join the Board as independent Non-Executive Directors. Jonathan Bixby, Alex Borrelli and Nicholas Lyth will resign on completion.

Further details on the new directors pursuant to Rule 17 and Schedule 2(g) of the AIM Rules for Companies is set out the end of this announcement.

Change of Company Name and Share Consolidation

Following the approval of the Share Consolidation at the General Meeting, the Company's Existing Ordinary Shares will be consolidated on a 1:10 basis to reduce the number of Existing Ordinary Shares in issue and increase the nominal value. The record date for the Share Consolidation is 6:00pm (London time) today. Following the Share Consolidation taking effect, the Company's new ISIN code will be GB00BTDN2T17 and its new SEDOL code will be BTDN2T1.

The Company confirms that, as announced on 22 June, it has now changed the name of the Company to Potentially AI PLC.

Furthermore, from Admission, the Company confirms that its TIDM will change to API.

Admission and Total Voting Rights

Application has been made for 85,394,398 New Ordinary Shares resulting from the Share Consolidation and 297,339,260 New Ordinary Shares comprising the Consideration Shares, the Fundraise Shares and the WRAP Retail Offer Shares to be admitted to trading on AIM ("Admission"). Admission is expected to become effective on or around 8.00 a.m. on or around 13 July 2026.

Upon Admission and following the Share Consolidation, the Company's issued ordinary share capital will consist of 382,733,658 New Ordinary Shares with one voting right each. The Company holds 45,000 New Ordinary Shares in treasury. Therefore, from Admission the total number of voting rights in the Company will be 382,688,658. With effect from Admission, this figure 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 to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Admission Document, unless the context provides otherwise.

The names of all companies and partnerships of which Sukhveer Sanghera, aged 35, has been a director or partner at any time in the previous five years are set out below:

Current DirectorshipsPast Directorships
Artificial Superintelligence Pte. LtdEarth Ecosystems Private Limited
Potentially Studios LimitedSanghera Capital Inc.
Potentially LimitedSocial Network Technologies OÜ

Sanctuari Pte. Ltd.

The Social Network Foundation

Earth Wallet Ltd (Formerly Social Technologies Ltd)

Sukhveer Sanghera will own 97,500,098 New Ordinary Shares, representing of 25.48% of the Company's voting rights.

Save as set out in this announcement, there are no other matters required to be disclosed pursuant to Rule 17 or paragraph (g) of Schedule Two to the AIM Rules for Companies as regards Sukhveer Sanghera's appointment.

The names of all companies and partnerships of which Oliver Yonchev, aged 36, has been a director or partner at any time in the previous five years are set out below:

Current DirectorshipsPast Directorships
916 Studios LimitedCocreatd Limited
Cocreatd LimitedCocreatd x Mad Limited
Creatdsupport LimitedFlight Story Group Ltd
Discovrd LimitedFlight Story Limited
Foundrs Holdings (UK) LimitedFSZDL Ltd
Foundrs Holdings LimitedSystem7 Ventures Limited

Four Zero Four Holdings

London Cosec Limited

OY Ventures Ltd

Perspective Labs Limited

Potentially Limited

Potentially Studios Limited

This Ting Limited

Unreasonableco Limited

Through his shareholding in CoCreatd Limited, Oliver Yonchev will have a beneficial interest over 67,247,767 New Ordinary Shares, representing of 17.57% of the Company's voting rights.

Save as set out in this announcement, there are no other matters required to be disclosed pursuant to Rule 17 or paragraph (g) of Schedule Two to the AIM Rules for Companies as regards Oliver Yonchev's appointment.

The names of all companies and partnerships of which Lord Dominic Johnson, aged 52, has been a director or partner at any time in the previous five years are set out below:

Current DirectorshipsPast Directorships
AMP Ventures LimitedAI Pathfinder Inc Limited
Block Scholes LimitedC&UCO Management Limited
The Lainston Partnership LimitedC&UCO Properties Limited

C&UCO Services Limited

Somerset Capital Management Limited

Somerset Capital Management LLP

Lord Johnson will own 2,000,000 New Ordinary Shares, representing of 0.52% of the Company's voting rights. Conditional upon Admission, Lord Johnson has been granted a warrant over 6,049,592 New Ordinary Shares, at an exercise price of 5 pence per New Ordinary Shares, which will vest over the three years following Completion. The warrants will have a seven year exercise period from the date of grant.

Save as set out in this announcement, there are no other matters required to be disclosed pursuant to Rule 17 or paragraph (g) of Schedule Two to the AIM Rules for Companies as regards Lord Johnson's appointment.

The names of all companies and partnerships of which JC Oliver, aged 48, has been a director or partner at any time in the previous five years are set out below:

Current DirectorshipsPast Directorships
M78 Ltd31Flavas Ltd

13 Canfield Gardens Limited

Latent Spatial LLC

Conditional upon Admission, JC Oliver has been granted a warrant over 4,033,061 New Ordinary Shares at an exercise price of 5 pence per New Ordinary Shares, which will vest over the three years following Admission. The warrants will have a five year exercise period from the date of grant.

Save as set out in this announcement, there are no other matters required to be disclosed pursuant to Rule 17 or paragraph (g) of Schedule Two to the AIM Rules for Companies as regards Jonathan (JC) Oliver's appointment.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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