Issue of Shares and Warrants
Kazera Global plc will issue 4,612,781 Ordinary Shares at £0.012298 per share and 56,728,000 warrants exercisable at 2.5p before December 21, 2026, to settle fees with its unsecured loan facilities. Tracarta Limited, ultimately owned by the Non-Executive Chairman, will receive 3,223,938 shares and 17,080,000 warrants, while Catalyse Capital Ltd and related parties will receive 1,388,843 shares and 39,648,000 warrants. These transactions are considered related party transactions under AIM Rule 13, but the Directors, advised by the Nominated Adviser, deem them fair and reasonable for shareholders. Admission of the new shares to AIM is expected around December 31, 2025, bringing the total issued ordinary share capital to 1,103,058,735 shares.
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Kazera Global plc (AIM: KZG), the AIM-quoted investment company, announces that, further to its announcement dated 28 October 2025, and in accordance with the terms of the unsecured loan facilities with Richard Jennings and Tracarta Limited (together, the "Lenders"), it has agreed, subject to admission, to settle fees owing to each of its Lenders through the issuance of 4,612,781 Ordinary shares of 0.1 pence each in the capital of the Company ("Ordinary Shares") with an issue price of £0.012298, being the five-day volume weighted average price ("VWAP") as at the date of the loan extension (the "Issue Price"). In addition, the Company will issue 56,728,000 warrants over Ordinary Shares to the Lenders exercisable at a price of 2.5p per Ordinary Share, at any time before 21 December 2026 (the "Warrants").
Related Party Transactions
Tracarta Limited, of which John Wardle, the Non-Executive Chairman of the Company is the ultimate beneficial owner, will be issued 3,223,938 Ordinary Shares at the Issue Price and 17,080,000 Warrants. In addition, Catalyse Capital Ltd & related parties RS & CA Jennings, which together are significant shareholders in the Company, will be issued 1,388,843 Ordinary Shares at the Issue Price and 39,648,000 Warrants.
As Tracarta Limited and Catalyse Capital Ltd and related parties RS and CA Jennings are considered related parties under AIM Rule 13 of the AIM Rules for Companies, the issue of Ordinary Shares and issue of Warrants over shares with the Lenders therefore constitutes related party transactions under Rule 13 of the AIM Rules for Companies.
The Directors of Kazera (excluding John Wardle), having consulted with Strand Hanson Limited, the Company's Nominated Adviser, consider that the settlement of the reprofiling fee with the Lenders is fair and reasonable insofar as the Company's shareholders are concerned.
Admission
Application will be made shortly to the London Stock Exchange plc for the 4,612,781 Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and that dealings in the Subscription Shares on AIM will commence at 8:00 a.m. on or around 31 December 2025.
Total voting rights
On Admission, the Company's issued ordinary share capital will consist of 1,103,058,735 Ordinary Shares, with one vote per share. The Company does not hold any Ordinary Shares in treasury. Therefore, on Admission, the total number of Ordinary Shares and voting rights in the Company will be 1,103,058,735. 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.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.