Director/PDMR and PCA Shareholdings
On October 8, 2025, capAI plc announced transactions involving its Executive Chairman, Richard Andrew Edwards, and his spouse, Charlotte Anna Edwards. Richard Edwards sold 2,580,000 ordinary shares at £0.03 each and purchased 2,580,000 ordinary shares at £0.030011 each within his ISA. He also gifted 7,500,000 ordinary shares to Charlotte Edwards. Charlotte Edwards sold 7,050,000 ordinary shares at £0.03 and purchased 7,050,000 ordinary shares at £0.03001 in her ISA. Following these transactions, the combined holdings of Richard and Charlotte Edwards remain unchanged at 75,579,365 ordinary shares. These transactions were part of normalised tax planning.
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- In order to effect a 'Bed and Individual Savings Account ("ISA")' transaction, Richard Andrew Edwards, Executive Chairman, and a person discharging managerial responsibility ("PDMR") of the Company, sold 2,580,000 ordinary shares of nominal value £0.0001 each in the Company ("Ordinary Shares") at a price of £0.03 per Ordinary Share from his share dealing account and then purchased 2,580,000 Ordinary Shares at a price of £0.030011 per Ordinary Share in his flexible ISA account.
- An outright gift of 7,500,000 Ordinary Shares by Richard Andrew Edwards to Charlotte Anna Edwards, his spouse and a person closely associated ("PCA") with him.
- In order to effect a 'Bed and ISA' transaction, Charlotte Anna Edwards sold 7,050,000 Ordinary Shares at a price of £0.03 per Ordinary Share from her share dealing account and then purchased 7,050,000 Ordinary shares at a price of £0.03001 per Ordinary Share in her flexible ISA account.
All the above transactions took place on 8 October 2025, and are part of normalised tax planning.
Following approval of the share consolidation at the General Meeting, Richard and Charlotte Anna Edwards own 75,579,365 Ordinary Shares (in aggregate) and following the above transactions, there has been no change in the total number of Ordinary Shares in which Richard Andrew Edwards and Charlotte Anna Edwards own in the Company.
They continue to hold 75,579,365 Ordinary Shares comprising: 35,320,000 Ordinary Shares held in Richard Andrew Edwards' trading accounts; 2,580,000 Ordinary Shares held in Richard Andrew Edwards' ISA; 14,850,000 Ordinary Shares held in Richard Andrew Edwards' self-invested pension plan ("SIPP"); 450,000 Ordinary Shares held in Charlotte Anna Edwards' trading account; 10,400,000 Shares held in Charlotte Anna Edwards' ISA; 6,900,000 Shares held in Charlotte Anna Edwards' SIPP; 5,079,365 Ordinary Shares held via Coat Capital Ltd, of which Richard Andrew Edwards and Charlotte Anna Edwards are the ultimate controlling persons on a 50%:50% basis.
The information set out below is provided in accordance with the requirements of Article 19(3) of Regulation 2014/596/EU, which is part of the domestic law of the United Kingdom of Great Britain and Northern Ireland pursuant to the Market Abuse Amendment (EU Exit) Regulations (SI 2019/310).
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Richard Andrew Edwards |
| 2 | Reason for Notification | |
| a) | Position/status | Executive Chairman, PDMR |
| b) | Initial notification/amendment | Initial notification |
| a) | Name | capAI plc |
| b) | LEI | 213800IVPZ932NP24O44 |
| a) | Description of the financial instrument, type of instrument | Ordinary Shares |
| Identification code | GB00BV2FG348 | |
| b) | Nature of the transaction | In order to effect a 'Bed and ISA' transaction, a sale of Ordinary Shares from a trading account and a purchase of Ordinary Shares in a flexible ISA account. |
| c) | Price(s) and volume(s) | Price Volume Total Sale £0.03 2,580,000 £77,400.00 Purchase £0.030011 2,580,000 £77,428.38 |
| d) | Aggregated information | |
| - Aggregated volume | N/A | |
| - Price | N/A | |
| e) | Date of the transaction | 8 October 2025 |
| f) | Place of the transaction | London Stock Exchange |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Richard Andrew Edwards |
| 2 | Reason for Notification | |
| a) | Position/status | Executive Chairman, PDMR |
| b) | Initial notification/amendment | Initial notification |
| a) | Name | capAI plc |
| b) | LEI | 213800IVPZ932NP24O44 |
| a) | Description of the financial instrument, type of instrument | Ordinary Shares |
| Identification code | GB00BV2FG348 | |
| b) | Nature of the transaction | An outright gift to Charlotte Anna Edwards, his spouse and a PCA with him. |
| c) | Price(s) and volume(s) | Price Volume Total £ Nil 7,500,000 £ Nil |
| d) | Aggregated information | |
| - Aggregated volume | N/A | |
| - Price | N/A | |
| e) | Date of the transaction | 8 October 2025 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Charlotte Anna Edwards |
| 2 | Reason for Notification | |
| a) | Position/status | PCA of Richard Andrew Edwards, Executive Chairman |
| b) | Initial notification/amendment | Initial notification |
| a) | Name | capAI plc |
| b) | LEI | 213800IVPZ932NP24O44 |
| a) | Description of the financial instrument, type of instrument | Ordinary Shares |
| Identification code | GB00BV2FG348 | |
| b) | Nature of the transaction | An outright gift of Ordinary Shares from Richard Andrew Edwards, her spouse and PDMR. |
| c) | Price(s) and volume(s) | Price Volume Total £ Nil 7,500,000 £ Nil |
| d) | Aggregated information | |
| - Aggregated volume | N/A | |
| - Price | N/A | |
| e) | Date of the transaction | 8 October 2025 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Charlotte Anna Edwards |
| 2 | Reason for Notification | |
| a) | Position/status | PCA of Richard Andrew Edwards, Executive Chairman |
| b) | Initial notification/amendment | Initial notification |
| a) | Name | capAI plc |
| b) | LEI | 213800IVPZ932NP24O44 |
| a) | Description of the financial instrument, type of instrument | Ordinary Shares |
| Identification code | GB00BV2FG348 | |
| b) | Nature of the transaction | In order to effect a 'Bed and ISA' transaction, a sale of Ordinary Shares from a trading account and a purchase of Ordinary Shares in a flexible ISA account. |
| c) | Price(s) and volume(s) | Price Volume Total Sale £0.03 7,050,000 £211,500.00 Purchase £0.03001 7,050,000 £211,570.50 |
| d) | Aggregated information | |
| - Aggregated volume | N/A | |
| - Price | N/A | |
| e) | Date of the transaction | 8 October 2025 |
| f) | Place of the transaction | London Stock Exchange |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.