Exercise of Warrants, TVR and Other Updates
capAI plc announced the exercise of warrants for 20,500,000 new ordinary shares, generating £124,687.50, with admission to trading expected on 7 November 2025. Following this, the company's total voting rights will comprise 393,893,063 ordinary shares. Furthermore, Professor Ronjon Nag was granted 39,304,780 new conditional awards and Richard Edwards received 9,826,194 new share options, both issued under anti-dilution provisions. The company also appointed AlbR Capital Limited as its new Corporate Broker with immediate effect.
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Exercise of Warrants, Total Voting Rights, Grant of Conditional Awards / Share Options and Appointment of Corporate Broker
capAI (LSE: CPAI) today announces the following:
Exercise of Warrants
The Company has received notices of exercise of warrants ("Warrants") to subscribe for a total of 20,500,000 new ordinary shares ("New Ordinary Shares") of nominal value £0.0001 each in the capital of the Company ("Ordinary Shares"). The total consideration paid to the Company in connection with the exercise of such Warrants is £124,687.50.
The New Ordinary Shares will rank pari passu with the existing Ordinary Shares and applications have been made for the New Ordinary Shares to be admitted to the equity shares (transition) category of the Official List of the Financial Conduct Authority ("FCA") and to trading on the main market for listed securities of London Stock Exchange plc ("Admission"). It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence at 8.00 a.m. on 7 November 2025.
Total Voting Rights
Upon Admission of the New Ordinary Shares, the Company's issued share capital will consist of 393,893,063 Ordinary Shares with one voting right each. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of voting rights in the Company will be 393,893,063. 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 share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Grant of Conditional Awards/Share Options
In accordance with the anti-dilution provisions announced on 12 March 2025 (RNS Number: 2759A), Professor Ronjon Nag has been granted additional conditional awards ("Conditional Awards") over 39,304,780 new Ordinary Shares, and Richard Edwards has been granted additional share options ("Share Options") over 9,826,194 new Ordinary Shares.
The grant of such additional Conditional Awards and Share Option have been made pursuant to the anti-dilution provisions to preserve the respective proportional entitlements of Professor Ronjon Nag and Richard Edwards under their respective Conditional Award and Share Option arrangements, consistent with their previous percentage interests in the capAI's enlarged issued share capital, taking into account various Warrant exercises to date, inclusive of the 20,500,000 Warrants referred to above.
Appointment of Corporate Broker
Following the merger of the capital markets businesses of Peterhouse Capital Limited and Novum Securities Limited into AlbR Capital Limited, effective from 1 October 2025, the Company is pleased to announce that AlbR Capital Limited has been appointed as Corporate Broker to the Company with immediate effect.
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 | Professor Ronjon Nag |
| 2 | Reason for notification | |
| a) | Position/status | Executive Director; PDMR |
| b) | Initial notification/Amendment | Initial notification |
| a) | Name | capAI plc |
| b) | LEI | 213800IVPZ932NP24O44 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of nominal value £0.0001 each ISIN: GB00BV2FG348 |
| b) | Nature of the transaction | Grant of Conditional Awards with share price appreciation and tenure vesting conditions |
| c) | Price(s) and volume(s) | Price(s) Volume(s) 1. £0.0001 per share 2. £0.0001 per share 3. £0.0001 per share 4. £0.0001 per share 1. 5,321,595 * 2. 19,223,977 * 3. 4,906,920 * 4. 9,852,288 *Price(s) and Volume(s) of Conditional Awards following a share capital consolidation undertaken by the Company, effective on 8 October 2025 |
| d) | Aggregated information - Aggregated volume - Price | 39,304,780 £0.0001 per share |
| e) | Date of the transaction(s) | 1. 23 April 2025 2. 28 May 2025 3. 4 September 2025 4. 4 November 2025 |
| f) | Place of the transaction(s) | Outside of a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Richard Edwards |
| 2 | Reason for notification | |
| a) | Position/status | Executive Director; PDMR |
| b) | Initial notification/Amendment | Initial notification |
| a) | Name | capAI plc |
| b) | LEI | 213800IVPZ932NP24O44 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of nominal value £0.0001 each ISIN: GB00BV2FG348 |
| b) | Nature of the transaction | Grant of Share Options with share price appreciation and tenure vesting conditions |
| c) | Price(s) and volume(s) | Price(s) Volume(s) 1. £0.0001 per share 2. £0.0001 per share 3. £0.0001 per share 4. £0.0001 per share 1. 1,330,398 * 2. 4,805,994 * 3. 1,226,730 * 4. 2,463,072 *Price(s) and Volume(s) of Share Options following a share capital consolidation undertaken by the Company, effective on 8 October 2025 |
| d) | Aggregated information - Aggregated volume - Price | 9,826,194 £0.0001 per share |
| e) | Date of the transaction(s) | 1. 23 April 2025 2. 28 May 2025 3. 4 September 2025 4. 4 November 2025 |
| f) | Place of the transaction(s) | Outside of a trading venue |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.