Issue of Equity, CLN & Warrants
Adalan Ventures plc has raised £405,000 through a share subscription at 4 pence per share, alongside converting £382,340 in outstanding fees and £16,905 in debt into 9,981,133 new ordinary shares, and issuing 1,609,990 shares to a consultant. Additionally, £503,067 in director fees are being converted into convertible loan notes, with a further £345,000 in convertible loan notes and 4,312,500 ordinary shares issued as deal fees. The company is also issuing warrants over 20,000,000 shares for the RTO and 2,975,000 shares for IPO purposes, and expects to agree a loan of up to £850,000 from Topos Network Pte. Ltd. to fund the RTO and working capital. Following these transactions, the total number of ordinary shares in issue will be 77,376,123.
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Adalan Ventures plc (the "Company" or "Adalan") is pleased to announce it has raised gross proceeds of £405,000 to provide working capital, via a subscription for a total of 10,125,000 new ordinary shares of £0.01 par value each ("Ordinary Shares") (the "Fundraise Shares") at a price of 4 pence per new Ordinary Share ("Issue Price") (the "Fundraise"). The Issue Price represents a discount of approximately 11% to the closing mid price of the Ordinary Shares on 6 December 2023 (being the last trading date prior to the suspension of trading in the shares on the London Stock Exchange pending completion of the proposed reverse takeover of Topos Network Pte. Ltd. ("RTO").
Director & Secretary Fee Shares
In addition, as part of clearing up the balance sheet in advance of the proposed RTO, the Company has agreed to convert certain liabilities on the balance sheet into equity and a convertible loan note relating to unpaid fees for the three years until 31 December 2025.
The Company has settled £382,340 of outstanding fees and £16,905 of debt (including interest) owed to the Secretary through the of the issue of 9,981,133 new Ordinary Shares at the Issue Price ("Fee Shares"), as follows:
| Name | Position | Number of Fee Shares to be issued |
|---|---|---|
| Simon Retter* | Company Secretary | 7,968,623 |
| Malcolm Groat** | Non-Executive Chairman | 2,012,510 |
* of these 7,601,123 ordinary shares will be held by Stonedale Management and Investments Ltd ("Stonedale"), a company owned and controlled by Simon Retter.
** to be held by MMM Consulting Pte Ltd, Malcolm Groat is a consultant to this company.
In addition, the Company has settled a liability with a consultant resulting in the issue of 1,609,990 new Ordinary Shares at the Issue Price.
Issue of Convertible Loan Note and Deal Fee
Siro Cicconi has agreed to apply the sum of £503,067 he is due for his director fee for the three years to 31 December 2025 to subscribe for £503,067 of convertible loan notes ("CLN Notes") constituted under a loan note instrument dated 28 March 2026 ("CLN Instrument"). The CLN Notes will automatically convert, at the Issue Price, upon the completion of the RTO, conditional upon the Company obtaining sufficient authority to allot the relevant Ordinary Shares. Siro will also have an option to convert the CLN Notes at any time (subject to regulatory restrictions). Where the Company does not have sufficient authority to allot the relevant Ordinary Shares the Company will be obliged to obtain that authority as soon as reasonably practicable.
Simon Retter through Stonedale and Siro Cicconi have been engaged on the RTO on behalf of the Company and they have agreed to continue to assist the Company with this transaction and the board has recognised that this has and will require a greater time commitment from them and so the board has been agreed to award them an additional fee for their work in respect of the RTO. Siro Cicconi will subscribe for £345,000 of convertible loan notes and Simon Retter, via Stonedale, will be issued 4,312,500 Ordinary Shares at the Issue Price ("Deal Fee Shares").
Following the issue of Deal Fee Shares, Fee Shares and Fundraise Shares ("New Shares"), the aggregate holding of the Directors and Company Secretary will be:
| Name | Position | Number of Ordinary Shares held prior to the issue of New Shares | % held prior to the issue of the New Shares | Number of Ordinary Shares held post issue of New Shares | % held post issue of the New Shares |
|---|---|---|---|---|---|
| Siro Cicconi* | Chief Executive Officer | 32,000,000 | 62.3 | 32,000,000 | 41.4 |
| Simon Retter | Company Secretary | 490,000 | 1.0 | 12,771,123 | 16.5 |
| Malcolm Groat | Non-Executive Chairman | - | - | 2,012,510 | 2.6 |
*Held through Zaim Holding SA
Issue of RTO Warrants and IPO Warrants
The Company has agreed to issue warrants over 20,000,000 Ordinary Shares to certain Directors and Paul Auger, a former director and consultant, to subscribe for new Ordinary Shares at the Issue Price ("RTO Warrants"), valid for a period of 3 years from completion of the RTO. The award of the RTO Warrants is conditional upon the RTO occurring within 12 months of the date of grant of the options and the Company having sufficient authority to allot shares.
The Company issued a number of warrants in connection with its IPO in November 2019, none of which were exercised due to unforeseen events affecting the Company's previous trading business and such warrants have now expired. The Company has agreed, subject to shareholder approval, to reissue the expired options and warrants to the Directors, Secretary and others totalling 2,975,000 new Ordinary Shares. These new warrants will have an exercise period of 3 years ("IPO Warrants") from grant (being 28 March 2026). These IPO Warrants are exercisable at 25p per Ordinary Share being the original exercise price adjusted for the share consolidation undertaken in July 2023.
The Company proposes to issue the following IPO Warrants to the Company's Directors and Secretary:
Warrants held
| Name | Position | Previous holding of warrants | Number of RTO Warrants | Number of IPO Warrants | Resultant holding of warrants |
|---|---|---|---|---|---|
| Simon Retter* | Company Secretary | - | 7,312,500 | 645,000 | 7,957,500 |
| Siro Cicconi | CEO | - | 12,187,500 | 1,075,000 | 13,262,500 |
| Malcolm Groat** | Non-executive Chairman | - | 300,000 | 215,000 | 515,000 |
* to be held by Stonedale, a company owned and controlled by Simon Retter.
** to be held by MMM Consulting Pte Ltd, Malcolm Groat is a consultant to this company.
Other brokers and consultants have been awarded IPO Warrants over 1,040,000 Ordinary Shares.
The issue of the Ordinary Shares pursuant to the exercise of the RTO Warrants and IPO Warrants is subject to the Company obtaining shareholder authority for these issues.
Update on the RTO
The Company previously provided an update in respect of the RTO on 22 October 2025. The Company has agreed with Topos Network Pte. Ltd. ("Topos") and its owners in respect of the revisions to the term sheet dated 31 July 2023 (as amended) ("Term Sheet") to reflect, amongst other things, the changes to Adalan capital structure outlined in this announcement. The Company is also in discussion and expects to agree a loan of up to £850,000 from Topos to the Company ("Loan Agreement") to assist in funding the costs of the RTO and the Company's working capital.
Further announcements regarding the acquisition by the Company of the entire issued share capital of Topos and RTO will be made as and when appropriate.
Admission and Total Voting Rights
Following admission of the New Shares, which is expected to occur at 8.00 a.m. on or around 31 March 2026. The total number of Ordinary Shares in issue will be 77,376,123 and the total number of voting rights thereafter will be 77,376,123 and 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 and Transparency Rules ("DTR").
Related Party Transactions
The issue of certain of the Director Shares, IPO Warrants, RTO Warrants and CLN Notes constitute related party transactions for the purposes of DTR 7. The details of these transactions required by DTR 7 have been disclosed above.
Siro Cicconi, CEO of the Company, commented:
"Dear Shareholders, the matters announced today represent an important milestone on the path the Company is taking towards the RTO: all material debt on the Balance sheet has now been cleared, with minimal commercial and trade liabilities remaining, which will be settled within the ordinary course of business. Despite the difficulties presented by the current general financial environment, Adalan is steadily moving towards the goal we have set ourselves, and we expect to issue further updates regarding the evolution of the RTO process in the near future "
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | 1. Simon Retter 2. Malcolm Grout |
| 2. | Reason for the Notification | |
| a) | Position/status | 1. Company Secretary 2. Non-executive Chairman |
| b) | Initial notification / Amendment | Initial notification |
| a) | Name | Adalan Ventures plc |
| b) | LEI | 213800Z4MI9KSZA2VW72 |
| a) | Description of the Financial instrument, type of instrument | Ordinary Shares of £0.01 each |
| Identification Code | GB00BMXTZ463 | |
| b) | Nature of the transaction | 1. Issue of Director and Secretary Fee Shares in lieu of fees 2. Issue of Director and secretary Fee Shares in lieu of fees |
| c) | Price(s) and volume(s) | Price(s) 1. Issue price of £0.04 per Ordinary Share 2. Issue price of £0.04 per Ordinary Share Volume(s) 1. 7,968,623 Ordinary Shares 2. 2,012,510 Ordinary Shares |
| d) | Aggregated information: · Aggregated volume · Price | N/A |
| e) | Date of the transaction | 28 March 2026 |
| f) | Place of the Transaction | Outside of a trading venue |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Simon Retter |
| 2. | Reason for the Notification | |
| a) | Position/status | Company Secretary |
| b) | Initial notification / Amendment | Initial notification |
| a) | Name | Adalan Ventures plc |
| b) | LEI | 213800Z4MI9KSZA2VW72 |
| a) | Description of the Financial instrument, type of instrument | Ordinary Shares of £0.01 each |
| Identification Code | GB00BMXTZ463 | |
| b) | Nature of the transaction | Deal Fee Shares in lieu of fees |
| c) | Price(s) and volume(s) | Price(s) Issue price of £0.04 per Ordinary Share Volume(s) 4,312,500 Ordinary Shares |
| d) | Aggregated information: · Aggregated volume · Price | N/A |
| e) | Date of the transaction | 28 March 2026 |
| f) | Place of the Transaction | Outside of a trading venue |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.