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Result of Placing and Subscription

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CAP-XX Limited has successfully conditionally raised £2.2 million before expenses through a Placing and Subscription, with directors and the company secretary participating and subscribing for new shares totaling £111,000. Additionally, two directors have agreed to convert accrued fees of approximately £140,000 into new ordinary shares. The company is also conducting a retail offer to raise up to an additional £0.1 million. First Admission of 869,599,016 placing shares is expected on or around August 3, 2026, with Second Admission of further shares anticipated on or around September 3, 2026, subject to shareholder approval at a General Meeting on August 26, 2026. Following First Admission, the total voting rights will be 6,666,925,794.

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UNLESS OTHERWISE DEFINED HEREIN, CAPITALISED TERMS IN THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE LAUNCH ANNOUNCEMENT (AS DEFINED BELOW).

CAP-XX Limited

("CAP-XX" or the "Company")

Result of Placing and Subscription and Total Voting Rights

CAP-XX Limited (AIM: CPX), a world leader in the design and manufacture of thin, prismatic supercapacitors and energy management systems, is pleased to announce that, further to the announcement made on 30 July 2026 (the "Launch Announcement"), the Company has now conditionally raised £2.2 million (before expenses) pursuant to the Placing and Subscription.

Allenby Capital Limited acted as Sole Bookrunner in connection with the Placing, which was conducted by way of an accelerated book build process.

Director Participation

In relation to the Subscription, Graham Cooley and Peter Fraser, two of the Directors of the Company, have subscribed for, in aggregate, 67,333,332 Subscription Shares at the Issue Price raising gross proceeds of approximately £101,000. In addition, the Company Secretary, a member of the CAP-XX non-Board management team, has subscribed for 6,666,666 Subscription Shares at the Issue Price raising gross proceeds of approximately £10,000. In aggregate, therefore, the Subscription has raised gross proceeds for the Company of £111,000 from the issue of 74,000,000 Subscription Shares.

Two of the Directors, Graham Cooley and Patrick Elliott, have agreed to the conversion of £83,999.97 and £56,000.00 of accrued Directors' fees into new Ordinary Shares at the Issue Price by the issue of the 55,999,980 and 37,333,333 Director Fee Shares respectively.

The Subscription Shares and issue of the Director Fee Shares are conditional upon, inter alia, the Placing Agreement not having been terminated and becoming unconditional prior to Second Admission and on the Resolution being duly passed without amendment at the General Meeting and Second Admission becoming effective at 8.00 a.m. on or around 3 September 2026.

The expected shareholdings of the Directors following the Placing, the Subscription, the Retail Offer and issue of the Director Fee Shares, and their respective resulting interests in the Enlarged Share Capital, are set out below:

DirectorNumber of Existing Ordinary SharesExpected Number of Ordinary Shares on Second AdmissionExpected Percentage of Enlarged Share Capital on Second Admission*
Graham Cooley610,306,425726,973,0719.79%
Lars Stegmann17,130,86417,130,8640.23%
Patrick Elliott46,690,63084,023,9631.13%
Peter Fraser9,090,90015,757,5660.21%
Dr Anthony Sive--n/a
Total683,218,819843,885,46411.36%

*Assumes full take up of the Retail Offer

Retail Offer

On 30 July 2026, concurrent with the Placing, the Company announced a retail offer to existing Shareholders via the RetailBook Platform for up to 66,666,667 new Ordinary Shares (the "Retail Offer Shares") to raise up to an additional £0.1 million (before expenses) at the Issue Price (the "Retail Offer"). The Retail Offer through the RetailBook Platform is expected to remain open until 5.00 p.m. on 3 August 2026. A further announcement will be made once the Retail Offer has closed in relation to the result of the Retail Offer. Any additional funds raised as a result of the Retail Offer will be used for general working capital purposes.

Admission

869,599,016 Placing Shares (the "First Placing Shares") will be issued under the Company's existing authorities. Application will be made for the First Placing Shares to be admitted to trading on AIM and it is expected that First Admission, and commencement of dealings, will take place at 8.00 a.m. on or around 3 August 2026. The First Placing is conditional upon the First Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms. The allotment and issue of the First Placing Shares will not be conditional upon the passing of the Resolution at the General Meeting or the allotment and issue of the Second Placing Shares.

Application will be made for up to 523,066,684 Placing Shares (the "Second Placing Shares"), the Subscription Shares, the Director Fee Shares and the Retail Offer Shares to be admitted to trading on AIM. Subject to, inter alia, the passing of the Resolution at the General Meeting, it is expected that Second Admission, and commencement of dealings, will take place at 8.00 a.m. on or around 3 September 2026. The Second Placing, the Subscription, the Retail Offer and the issue of Director Fee Shares is conditional upon, among other things, the passing of the Resolution at the General Meeting, Second Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.

The New Ordinary Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares, including the right to receive dividends and other distributions declared on or after the date of issue.

General Meeting

The General Meeting is proposed to be held virtually at 5.00 p.m. AEST, 8.00 a.m. London time on 26 August 2026. The Circular, which will provide further details of the Fundraise and include a notice convening the General Meeting, will be sent to Shareholders following the close of the Retail Offer and will also be made available on the Company's website at cap-xx.com. A further announcement will be made to confirm this in due course.

Recommendation

The Directors consider that the Fundraise is in the best interests of the Company and the Shareholders as a whole. The Directors unanimously recommend Shareholders to vote in favour of the Resolution to be proposed at the General Meeting as they intend to do so in respect of their own beneficial holdings amounting, in aggregate, to 683,218,819 Existing Ordinary Shares.

Total Voting Rights

Following First Admission, the Company's issued and fully paid share capital will consist of 6,666,925,794 Ordinary Shares, all of which carry one voting right per share. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of ordinary shares and voting rights in the Company will be 6,666,925,794. This figure may be used by Shareholders 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.

A further announcement will be made in relation to total voting rights in the Company's share capital, and the Directors' percentage interests therein, following the issue of the Second Placing Shares, the Subscription Shares, the Director Fee Shares and the Retail Offer Shares and Second Admission occurring.

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

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