Business
Exercise of Warrants, Circular and Notice of GM
Exercise of Warrants, Circular and Notice of GM.
About this update from Capai Plc
[{"type":"text","content":"\n\nTHIS ANNOUNCEMENT (\"ANNOUNCEMENT\") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS STATES, TERRITORIES AND POSSESSIONS, AUSTRALIA, CANADA, JAPAN, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW.\n2 May 2025\n\ncapAI plc (\"capAI\" or the \"Company\")\nExercise of Warrants, Posting of Circular and Notice of General Meeting\ncapAI plc (LSE: CPAI) announces that it has received conditional notices of exercise of certain warrants (\"Warrants\") to subscribe for a total of 400,000,000 new ordinary shares of nominal value £0.00001 each in the capital of the Company (\"Ordinary Shares\"; \"Warrant Shares\"). The total consideration to be paid to the Company on exercise of such Warrants (the \"Warrant Exercise\") is £150,000.\nFor the Company to facilitate the timely delivery of the Warrant Shares to the relevant holders of Warrants in connection with the Warrant Exercise, the Company proposes to enter into an English law governed stock loan agreement (cast as a deed) with Richard Andrew Edwards, a Director designated as Executive Chairman (the \"Stock Loan Agreement\"). The proposed Stock Loan Agreement constitutes a 'substantial property transaction' under section 190 of the UK Companies Act 2006 (the \"Companies Act 2006\") which requires approval by the registered holders of Ordinary Shares (the \"Shareholders\").\nPursuant to the Stock Loan Agreement:\n· Mr. Edwards will, at the request of the Company, make available for transfer to the Company 400,000,000 Ordinary Shares held by Mr. Edwards which are required by the Company to settle the Warrant Exercise and deliver the Warrant Shares to the relevant holders of Warrants;\n· following the transfer by Mr. Edwards of Ordinary Shares to the Company pursuant to the Stock Loan Agreement (the \"Borrowed Shares\"), the Company will issue and allot new Ordinary Shares to Mr. Edwards of an equivalent number to the Borrowed Shares (the \"Equivalent Shares\"); and\n· any loan of Borrowed Shares shall involve no cash consideration being paid by the Company to Mr. Edwards, an...