Pristine Capital PLC
09 October 2026
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OR OTHERWISE ACQUIRE, ANY SECURITIES OF THE COMPANY.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Pristine Capital Plc
9 October 2026
PRISTINE CAPITAL PLC
("Pristine" or the "Company")
Proposed solvent restructuring: Capital Reorganisation, Subscription and Investor CLN to raise £500,000, Settlement with Creditors, adoption of New Articles and Notice of General Meeting
Pristine Capital Plc (LSE: PRIS), the Main Market cash shell, announces that it has entered into a conditional subscription agreement with RareWorld Limited (the "Investor") in respect of an investment of £500,000 in the Company (the "Investment") and has agreed the terms of a full and final settlement with its creditors (the "Settlement"), which together form a proposed solvent restructuring of the Company.
A circular (the "Circular") containing further details of the Proposals and a notice convening a general meeting of the Company (the "General Meeting") will be posted to Shareholders today and will shortly be available on the Company's website at www.pristinecapitalplc.com. Capitalised terms used in this announcement have the meanings given to them in the Definitions section at the end of this announcement or, where not defined there, in the Circular.
Highlights
•Conditional Investment of £500,000 by the Investor, comprising a Subscription for 688,500 Consolidated Ordinary Shares at the Issue Price of 10 pence per share, raising £68,850, and the issue to the Investor of interest free, unsecured convertible loan notes with an aggregate principal amount of £431,150 (the "Investor CLN"), convertible at 10 pence per Consolidated Ordinary Share.
•The Subscription Shares will represent 29.99 per cent. of the Enlarged Share Capital immediately following Completion.
•Settlement of the £486,465.41 (inclusive of VAT) owed to the Company's Creditors by way of an aggregate cash payment of £238,069.96 and the issue of interest free, unsecured convertible loan notes with an aggregate principal amount of £248,395.45 (the "Creditor CLNs"), which will convert automatically at 10 pence per Consolidated Ordinary Share on completion of a Reverse Takeover. Deeds of Settlement have been entered into with Creditors representing the whole of the aggregate agreed creditor position.
•A Capital Reorganisation under which every 100 Existing Ordinary Shares will be replaced by one Consolidated Ordinary Share of 1 pence and Deferred Shares of 0.99 pence each, reducing the number of Ordinary Shares in issue from 160,724,100 to 1,607,241.
•Adoption of New Articles to set out the rights attaching to the Deferred Shares and to comply with UKLR 13.2.1R.
•Following Completion, the Company is expected to have cash resources of approximately £339,680.04 and no outstanding Creditor liabilities other than the CLNs, and to be in a position to pursue an initial transaction which would constitute a Reverse Takeover for the purpose of the UKLR.
•Conditional upon Completion, Dr Joe Wong Kai Fat and Charles Woodgate are expected to join the Board as non-executive Directors, and Charles Goodfellow and Stanley Davis will step down from the Board.
•Following restoration of the listing of, and of trading in, the Consolidated Ordinary Shares, the Board intends to offer Shareholders the opportunity to subscribe for new Consolidated Ordinary Shares via a Retail Offer through WRAP to raise up to £100,000.
•The Proposals are inter-conditional and are conditional upon, among other things, the passing of the Resolutions at the General Meeting to be held at the offices of Edwin Coe LLP, 2 Stone Buildings, Lincoln's Inn, London WC2A 3TH at 10.00 a.m. on 27 October 2026, and upon the restoration of the listing of, and of trading in, the Consolidated Ordinary Shares.
Importance of the vote
If the Resolutions are not passed, the Proposals will not proceed. In that event, the Company would continue to owe £486,465.41 (inclusive of VAT) to its Creditors against cash at bank of approximately £160,000 and would have no source of further funding. The Directors believe that the Company would then be unable to meet its liabilities as they fall due and would be likely to be placed into administration or liquidation, in which case the Directors do not expect that there would be any return to Shareholders.
Shareholders should also note that, even if the Resolutions are passed, completion of the Proposals remains subject to conditions outside the Company's control, including the agreement of every Creditor to the Settlement and the lifting of the suspension of the Company’s listing.
Recommendation
The Directors consider the Proposals to be in the best interests of the Company and its Shareholders as a whole and the Directors unanimously recommend that Shareholders vote in favour of all of the Resolutions, as the Directors intend to do in respect of their own beneficial holdings amounting in aggregate to 23,170,545 Existing Ordinary Shares, representing approximately 14.42 per cent. of the Company's issued ordinary share capital.
Enquiries
For further information please visit www.pristinecapitalplc.com or contact:
|
Pristine Capital plc Neil Sinclair, Executive Chairman |
Tel: +44 (0)7785 226666 |
|
Allenby Capital Limited (Broker) Nick Naylor / James Reeve (Corporate Finance) Amrit Nahal (Sales and Corporate Broking) |
Tel: +44 (0)20 3328 5656 |
Further information on the Proposals
The information below is extracted, in summary form, from the Circular. Shareholders should read the Circular in full and should not rely solely on the summary set out in this announcement. A full version of which will be available later today on the Company's website at www.pristinecapitalplc.com.
LETTER FROM THE CHAIRMAN OF PRISTINE CAPITAL PLC
1.Introduction
Pristine announced on 9 October 2026 that the Company had reached agreement in principle with RareWorld Limited (the “Investor”) in relation to an investment of £500,000 in the Company, and with the Company’s creditors in relation to the settlement of the Company’s outstanding liabilities.
The Investment comprises two elements: (i) a subscription by the Investor for 688,500 Consolidated Ordinary Shares at the Issue Price of 10 pence per share, raising £68,850; and (ii) the issue to the Investor of interest free convertible loan notes in an aggregate principal amount of £431,150 under the Investor CLN. Immediately following Completion, the Subscription Shares will represent 29.99 per cent. of the Company’s issued ordinary share capital.
At the same time, the Company has agreed the terms of a settlement with its creditors under which the Creditors will receive an aggregate cash payment of £238,069.96 and interest free convertible loan notes in an aggregate principal amount of £248,395.45 in full and final settlement of the £486,465.41 (inclusive of VAT) owed to them by the Company.
The Company’s Existing Ordinary Shares have a nominal value of 1 pence each. In order to reduce the number of Ordinary Shares in issue and to establish a more appropriate relationship between the nominal value and the market value of the Ordinary Shares, the Company is proposing the Capital Reorganisation described in paragraph 7 of this letter. Under the Capital Reorganisation, every 100 Existing Ordinary Shares will be replaced by one Consolidated Ordinary Share of 1 pence, and deferred shares of 0.99 pence each, carrying only very limited rights, will be created.
The Proposals are conditional, among other things, upon the passing of the Resolutions by Shareholders at the General Meeting, notice of which is set out at the end of the Circular. The purpose of this letter is to explain the background to and reasons for the Proposals, to set out their principal terms, and to explain why the Board considers the Proposals to be in the best interests of the Company and its Shareholders as a whole and recommends that you vote in favour of the Resolutions.
Shareholders should note that, if the Resolutions are not passed, the Transaction will not complete. In that event the Directors believe that the Company would be unable to meet its liabilities as they fall due and that it is likely that the Company would be placed into administration or liquidation, in which case the Directors do not expect that there would be any return to Shareholders. Your attention is drawn to paragraph 17 of the Circular (Importance of the vote).
2.Background to and reasons for the Transaction
The Company’s Existing Ordinary Shares were admitted to the Equity Shares (Shell Companies) segment of the Official List and to trading on the main market of the London Stock Exchange on 4 March 2022. The Company was formed as a special purpose acquisition vehicle with the objective of identifying and acquiring a suitable business or businesses.
On 27 June 2025 the listing of, and trading in, the Existing Ordinary Shares was suspended in connection with the Proposed RTO, being a proposed acquisition which would have constituted a Reverse Takeover for the purposes of the UKLR.
The Company incurred substantial professional adviser fees in connection with the Proposed RTO. On 12 December 2025, the Company announced that the Proposed RTO would not proceed. The Existing Ordinary Shares have remained suspended since 27 June 2025.
As at 9 October 2026 2026, the Company had cash balances of approximately £160,000 and known creditors with outstanding invoices totalling £486,465.41 (inclusive of VAT). The Company therefore has liabilities materially in excess of its available cash resources and, absent a solvent restructuring of those liabilities and the injection of new funds, is unable to meet its liabilities as they fall due.
In light of that position, the Company engaged Opus Restructuring and Advisory LLP, insolvency practitioners, as its restructuring adviser. The Board, with the assistance of Opus and the Company’s other advisers, considered the options available to the Company, including a formal insolvency process. The Board concluded that a solvent restructuring, combining a settlement with the Creditors and an injection of new capital, offered materially the best outcome for Shareholders and for Creditors alike.
On 9 October 2026, the Company and the Investor entered into the Subscription Agreementin respect of a proposed £500,000 investment into the Company, as further detailed in this Letter from the Chairman.
The Investor is proposing the Investment with a view to obtaining an interest in the Company and to the Company subsequently entering into a transaction which would be classified as a Reverse Takeover under the UKLR, completion of which would result in the ordinary shares of the Company being admitted either to the Official List (listing category: commercial companies) or to trading on AIM.
At the same time (and as a condition of the Investment), the Company has entered into the Deeds of Settlement with the Creditors to agree a structure which, subject to the passing of the Resolutions, would result in a final settlement of the debts to the Creditors via the Creditor Cash Payment and the issue of the Creditor CLNs.
Taken together, the Proposals are expected to leave the Company with no outstanding Creditor liabilities, working capital of approximately £339,680.04, a motivated board, published audited and interim financial information, and a restored listing, and therefore in a position to pursue a Reverse Takeover.
3.Summary of the Proposals
The Proposals comprise the following inter-conditional elements:
(a)the Capital Reorganisation, under which every 100 Existing Ordinary Shares will be replaced by one Consolidated Ordinary Share of 1 pence and Deferred Shares of 0.99 pence each;
(b)the adoption of the New Articles, in order to set out the rights attaching to the Deferred Shares;
(c)the Subscription by the Investor for 688,500 Consolidated Ordinary Shares at the Issue Price, raising £68,850;
(d)the issue to the Investor, on Completion, of convertible loan notes in an aggregate principal amount of £431,150 representing cash advanced to the Company under the Investor CLN;
(e)the Settlement with the Creditors by way of the Creditor Cash Payment of £238,069.96 and the issue of the Creditor CLNs in an aggregate principal amount of £248,395.45; and
(f)the grant to the Directors of authority to allot the relevant securities and the disapplication of statutory pre-emption rights in connection with the above and to allow for the Retail Offer.
Each element of the Proposals is conditional upon the others and upon the passing of all of the Resolutions. If any of the Resolutions is not passed, none of the Proposals will proceed.
4.Details of the Subscription
On 9 October 2026, the Company entered into the Subscription Agreement with the Investor, under which the Investor has conditionally agreed to subscribe for 688,500 Consolidated Ordinary Shares at the Issue Price of 10 pence per share, raising £68,850 for the Company before expenses, and to advance the principal amount of the Investor CLN, details of which are set out in paragraph 5 below.
The Subscription Shares will represent 29.99 per cent. of the Company’s issued ordinary share capital immediately following Completion.
The Subscription is conditional, among other things, upon:
(a)the passing of the Resolutions at the General Meeting;
(b)the Capital Reorganisation having become effective;
(c)the Deeds of Settlement remaining in full force and effect and no Creditor being in breach of its Deed of Settlement;
(d) completion of the Settlement;
(e)the satisfaction or waiver of the other conditions to the Transaction; and
(f)the Subscription Agreement not having been terminated in accordance with its terms.
The Subscription is not being underwritten. The Subscription Shares are expected to be allotted on 29 October 2026 and will, when issued and fully paid, rank pari passu in all respects with the other Consolidated Ordinary Shares then in issue, including as to the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Conditional upon Completion, the Investor will have the right to appoint at least two non-executive directors to the Board. The Investor have indicated that they intend to appoint Dr Joe Wong Kai Fat and Charles Woodgate as non-executive Directors of the Company. Further details of the changes to the Board are set out in paragraph 10 of this letter.
5.Details of the Investor CLN
On Completion, the Company will enter into the Investor CLN, which constitutes interest-free unsecured convertible loan notes in an aggregate principal amount of £431,150. The notes are to be issued to the Investor on Completion. The principal terms of the Investor CLN are as follows:
- Principal amount: £431,150, subject to adjustment as described in paragraph 4 above.
- Interest: the Investor CLN is interest free.
- Conversion Price: 10 pence per Consolidated Ordinary Share.
- Conversion at the option of the holder: the Investor CLN is convertible into Consolidated Ordinary Shares at the Conversion Price at the option of the holder at any time.
- Automatic conversion: the Investor CLN will convert automatically into Consolidated Ordinary Shares at the Conversion Price on completion of a Reverse Takeover.
- Redemption: to the extent not previously converted or redeemed, the Investor CLN is to be redeemed on the date falling 36 months after the date of issue.
- Security: the Investor CLN is unsecured.
- Dilution protection: if, after the application of the VAT Reclaim sum received by the Company towards repayment of the outstanding principal amount of the Creditor CLNs in accordance with their terms, the outstanding principal amount of the Creditor CLNs exceeds £205,000, the Conversion Price of the Investor CLN will be reduced to such price as would, on conversion in full of the then outstanding principal amount of the Investor CLN at that reduced Conversion Price, result in the Investor holding the same fully diluted percentage of the ordinary share capital of the Company as they would have held had the outstanding principal amount of the Creditor CLNs been reduced to £205,000, in each case calculated by reference to the issued ordinary share capital and the outstanding principal amounts of the Investor CLN and the Creditor CLNs as at Completion.
Assuming no adjustment to the Conversion Price, conversion in full of the Investor CLN would result in the issue of 4,311,500 Consolidated Ordinary Shares.
No application will be made for the Investor CLN to be admitted to listing or to trading on any market. Application will be made in due course for any Consolidated Ordinary Shares issued on conversion to be admitted to listing on the Official List and to trading on the main market of the London Stock Exchange.
6.Details of the Settlement and the Creditor CLNs
Each of the Creditors has entered into a Deed of Settlement under which that Creditor has agreed to accept a combination of cash and Creditor CLNs (or in a few cases only cash in the Creditor Proportion, having waived the entitlement to Creditor CLNs) in full and final settlement of all amounts and other obligations owed to it by the Company. Each Deed of Settlement is conditional upon the passing of the Resolutions and upon Completion.
The aggregate agreed creditor position is £486,465.41. Under the Settlement:
(a)the Creditors will receive an aggregate cash payment of £238,069.96, comprising £160,000 from the Company’s existing cash at bank and £78,069.96 allocated from the Investment Amount; and
(b)the Company will issue Creditor CLNs in an aggregate principal amount of £248,395.45, being the aggregate agreed creditor position less the Creditor Cash Payment and less the amounts waived by those Creditors who have elected to receive only their Creditor Proportion of the cash payment.
Each Creditor will receive its Creditor Proportion of the Creditor Cash Payment and of the aggregate principal amount of the Creditor CLNs, calculated by reference to the proportion which that Creditor’s agreed settlement amount bears to the aggregate agreed creditor position of £486,465.41, with the balance of its outstanding amount represented by Creditor CLNs.
On Completion, the Company will enter into the Creditor CLNs, under which convertible loan notes are to be issued to the Creditors on Completion. The principal terms of the Creditor CLNs are as follows:
- Aggregate principal amount: £248,395.45, allocated between the Creditors (save for those Creditors who have waived their entitlement to CLNs) in their respective Creditor Proportions.
- Interest: the Creditor CLNs are interest free.
- Conversion Price: 10 pence per Consolidated Ordinary Share.
- Conversion: the Creditor CLNs will convert automatically into Consolidated Ordinary Shares at the Conversion Price on completion of a Reverse Takeover. Unlike the Investor CLN, the Creditor CLNs are not convertible at the option of the holder.
- Redemption: to the extent not previously converted or redeemed, the Creditor CLNs are to be redeemed on the date falling 36 months after the date of issue.
- VAT Reclaim reduction: any sum received by the Company by way of a VAT Reclaim in respect of any period prior to the Investment will be applied, as soon as reasonably practicable following receipt, to reduce the outstanding principal amount of the Creditor CLNs pro rata among the holders of Creditor CLNs at the time of receipt.
- Security: the Creditor CLNs are unsecured.
Assuming no reduction in the principal amount of the Creditor CLNs, conversion in full of the Creditor CLNs at the Conversion Price would result in the issue of 2,483,955 Consolidated Ordinary Shares.
Each of the Creditors has entered into a Deed of Settlement, and accordingly Deeds of Settlement have been entered into with Creditors representing the whole of the aggregate agreed creditor position of £486,465.41. Each Deed of Settlement is conditional upon the passing of the Resolutions and upon Completion and will lapse if Completion does not occur. If Completion does not occur, the Company’s liabilities to the Creditors will remain outstanding in full.
7.Background to and reasons for the Capital Reorganisation
The Company’s issued share capital currently comprises 160,724,100 Existing Ordinary Shares of 1 pence each. The market value of the Existing Ordinary Shares immediately prior to their suspension, and the Issue Price at which new capital is now available to the Company, are such that the Board considers it appropriate to reduce the number of Ordinary Shares in issue and to establish a more appropriate relationship between the nominal value and the market value of the Ordinary Shares.
The Capital Reorganisation comprises two steps, to be effected in sequence at the Record Date:
(a)the Sub-division. Each Existing Ordinary Share of 1 pence will be sub-divided and re-classified into one Intermediate Share of 0.01 pence and one Deferred Share of 0.99 pence. Each Intermediate Share will carry the same rights and obligations as an Existing Ordinary Share, save as to nominal value.
(b)the Consolidation. Immediately following the Sub-division, every 100 Intermediate Shares will be consolidated into one Consolidated Ordinary Share of 1 pence. Each Consolidated Ordinary Share will carry the same rights and obligations as an Intermediate Share, save as to nominal value.
The effect of the Capital Reorganisation is that every 100 Existing Ordinary Shares will be replaced by one Consolidated Ordinary Share of 1 pence and 100 Deferred Shares of 0.99 pence each. Following the Capital Reorganisation the Company will have 1,607,241 Consolidated Ordinary Shares and 160,724,100 Deferred Shares in issue.
Shareholders holding fewer than 100 Existing Ordinary Shares. A Shareholder holding fewer than 100 Existing Ordinary Shares at the Record Date will not be entitled to any Consolidated Ordinary Shares and will cease to be a Shareholder.
Fractional entitlements. Where the Consolidation results in a Shareholder being entitled to a fraction of a Consolidated Ordinary Share, such fractions will, so far as possible, be aggregated with the fractions to which other Shareholders are entitled and the Directors are authorised to deal with such fractions as they decide, including by selling the resulting Consolidated Ordinary Shares at the best price reasonably obtainable and distributing the net proceeds among the Shareholders entitled, save that amounts of less than £3.00 will not be paid to Shareholders and will instead be retained by the Company.
Rights attaching to the Deferred Shares. As is customary, the Deferred Shares will have extremely limited rights and will effectively be valueless. The Deferred Shares will not entitle the holder to receive notice of, or to attend or vote at, any general meeting of the Company, nor to receive any dividend or other distribution. A Deferred Share will entitle the holder, on a return of capital, to be paid only after the holders of Consolidated Ordinary Shares have received the sum of £1,000,000 per Consolidated Ordinary Share, and the holder will have no other right to participate in the assets of the Company. The Deferred Shares are liable to be cancelled, purchased or otherwise acquired by the Company without payment of any consideration to the holder. No share certificates will be issued in respect of the Deferred Shares and no CREST accounts will be credited in respect of them. The Deferred Shares will not be listed or admitted to trading on any market and will not be transferable other than in accordance with the New Articles. The rights attaching to the Deferred Shares will be set out in the New Articles.
Rights attaching to the Consolidated Ordinary Shares. Each Consolidated Ordinary Share will carry the same rights in all respects under the New Articles as each Existing Ordinary Share carries at present under the Existing Articles, including as to voting and the entitlement to receive dividends.
Warrants and other convertible securities. The Company has 318,698,005 warrants over Existing Ordinary Shares in issue. In accordance with their terms, the entitlements of the holders of those warrants will be adjusted to reflect the Capital Reorganisation, so that following the Capital Reorganisation each holder will be entitled to one Consolidated Ordinary Share for every 100 Existing Ordinary Shares to which that holder was previously entitled, and the exercise price per share will be adjusted accordingly. The Capital Reorganisation will not, of itself, alter the aggregate amount payable on exercise.
Settlement and share certificates. If you hold your Existing Ordinary Shares in uncertificated form, your CREST account will be credited with your entitlement to Consolidated Ordinary Shares, and debited of your Existing Ordinary Shares, on 29 October 2026 or as soon as practicable after the Capital Reorganisation becomes effective. If you hold your Existing Ordinary Shares in certificated form, your existing share certificates will cease to be valid on the Capital Reorganisation becoming effective and new certificates in respect of the Consolidated Ordinary Shares are expected to be despatched by 12 November 2026. Pending despatch, transfers of Consolidated Ordinary Shares will be certified against the register. The Consolidated Ordinary Shares will have a new ISIN of GB00BVLCTC60 and a new SEDOL of BVLCTC6.
8.The New Articles and UKLR 13.2.1R
In order to set out the rights attaching to the Deferred Shares, and to make consequential amendments as well as to comply with UKLR 13.2.1R, the Company proposes to adopt the New Articles pursuant to Resolution 4.
The Company’s Existing Ordinary Shares are admitted to the Equity Shares (Shell Companies) category of the Official List. Companies admitted to that category are required to comply with UKLR 13.2.1R, which requires the constitution of a shell company to provide that if it has not completed an initial transaction (as defined in the UKLR) within a specified period from the relevant date of admission, it will cease operations, subject to specified shareholder-approved extensions.
UKLR 13.2.1R came into force on 29 July 2024. Shell companies which, like the Company, were already listed before that date benefited from transitional provisions under UKLR TP 7 which exempted such shell companies from complying with UKLR 13.2.1R for a period of one year from 29 July 2024 (the “Transitional Period”). The Company was included on the list of shell companies published by the FCA as benefiting from the Transitional Period. The Transitional Period expired on 29 July 2025, therefore, the Company intends to adopt the New Articles inserting new provisions in the terms of UKLR 13.2.1R, on the basis that the relevant date of admission is treated as 30 July 2025, giving a first expiry date of 30 July 2027 (subject to the extensions described in UKLR 13.2.1R).The Company has not complied with UKLR 13.2.1R, which requires the constitution of a shell company to provide for cessation of operations if an initial transaction is not completed within a specified period. The New Articles proposed under Resolution 4 will remedy this, as explained in paragraph 1 above (UKLR 13.2.1R and the New Articles).
A copy of the New Articles, together with a copy showing the changes from the Existing Articles, will be available on the Company’s website at www.pristinecapitalplc.com.
9.Subsequent Retail Offer
The Board recognises that the Investment is being made at a price, and on terms, in which existing Shareholders have not had the opportunity to participate. The Board intends, following restoration of the listing of, and of trading in, the Consolidated Ordinary Shares, to offer Shareholders the opportunity to subscribe for new Consolidated Ordinary Shares via a Retail Offer to raise up to £100,000.
The Retail Offer is expected to be made through the WRAP retail offer platform. It is not proposed to launch the Retail Offer until trading in the Consolidated Ordinary Shares has been restored, so that Shareholders are able to deal in the Consolidated Ordinary Shares at the time at which they are asked to subscribe.
The Retail Offer does not form part of the Proposals and does not require Shareholders’ approval, save as part of the resolution 3 authorising the Directors to allot Consolidated Ordinary Shares and resolution 5 to disapply statutory pre-emption rights. The Circular does not constitute an offer or invitation to subscribe for any Consolidated Ordinary Shares. Full details of the Retail Offer, including its size, the price, the timetable and the procedure for application, will be announced through a Regulatory Information Service at the relevant time.
There can be no certainty that the Retail Offer will be made, or as to its terms if it is made. Any Retail Offer will be subject to, among other things, restoration of the Company’s listing, market conditions, the Company having sufficient authority to allot the relevant shares and to disapply statutory pre-emption rights and the Company’s obligations under the UKLR and the UK POATRs.
10.Board changes
Conditional upon Completion, the Investor has the right to appoint at least two non-executive directors to the Board and intends to appoint Dr Joe Wong Kai Fat and Charles Woodgate as non-executive Directors. On Completion, each of Charles Goodfellow and Stanley Davis will resign as a director of the Company, waiving any claim to unpaid directors’ fees and expenses or otherwise in respect of their directorships.
Dr Joe WONG Kai Fat (Kai)is a cross-sectorbusinessmanwith academic training inboth technology and pharmaceutical sciences, combining research, finance, and boardroom experience across Asia and Europe. Kai has also published in the healthcare field, along with a background that spansworking in thecapital markets, investment banking, and stockbroking sectorsin Malaysia. Kai hasbeen a director ofcompanieslisted on junior markets in Australia,Londonand Singapore, where he contributed to strategy, governance, and operational oversight. Kaicurrently serves as a director ofSpatePrecious MetalsSdnBhd, aMalaysian mining company, bringing a disciplined, multi-industry perspective to the boardroom.
Kai is based in Kuala Lumpur, Malaysia. He has a Computer Science B.Sc. Degree and a Doctorate in Pharmacy and Healthcare Administration from the University of Louisiana, USA and was a recipient of an Upjohn Pharmaceutical Co grant.
Charles Woodgateis a senior trade finance and corporate banking professional with more than 20 years of experience delivering structured trade, working capital, and transaction banking solutions across domestic and international markets. Throughout his career, he has builta strong reputationfor originating and executing complex financing structures that support international trade and corporate growth, international expansion, liquidity optimisation, and risk mitigation. His extensive network across corporates, financial institutions, insurers, and trade organisations has helpedfacilitatesuccessful transactions and long-term partnerships throughout his career.
Charles is UK resident and has held senior leadership and advisory roles with a range of leading financial institutions and organisations, including Bangkok Bank, HSBC, Santander, London Forfaiting Company, CGI, and the Chartered Institute of Export.
11.Use of proceeds and working capital
The Investment Amount of £500,000 is to be applied as follows:
(a)up to £82,250 (exclusive of VAT) in payment of the fees and expenses of the Company incurred, or to be incurred, in connection with the Transaction;
(b)£78,069.96 as part of the Creditor Cash Payment; and
(c)the balance, being approximately £339,680.04 for general working capital purposes.
The remaining £160,000 of the Creditor Cash Payment will be met from the Company’s existing cash at bank of £160,000.
Following Completion, the Company is expected to have cash resources of approximately £339,680.04 and no outstanding Creditor liabilities other than the CLNs. The Company’s net cash will be applied in meeting the Company’s ongoing running costs and in pursuing an initial transaction which would constitute a Reverse Takeover for the purposes of the UKLR.
The Directors consider that, following Completion, the Company will have sufficient working capital for its present requirements, that is for at least the 12 months from the date of the Circular.
Shareholders should note that the Company will not have sufficient resources to complete a Reverse Takeover without raising further funds, and that any Reverse Takeover would be expected to involve the issue of a substantial number of further Consolidated Ordinary Shares.
12.Annual report and accounts and half-year results
As announced earlier today, the Company has published its audited annual report and accounts for the financial year ended 30 October 2025 and its unaudited half-year results for the six months ended 30 April 2026, copies of which are available on the Company’s website at www.pristinecapitalplc.com.
13.Restoration of listing and of trading
The listing of the Existing Ordinary Shares on the Official List, and trading in them on the main market of the London Stock Exchange, have been suspended since 27 June 2025.
Completion of the Transaction is conditional upon the restoration of the listing of, and of trading in, the Company’s ordinary shares, as the Subscription Shares cannot be issued and admitted to listing and to trading while the Company’s shares remain suspended.
Restoration of the listing is a matter for the FCA, and restoration of trading is a matter for the London Stock Exchange. Neither is within the Company’s control.
The Company will be able to engage with the FCA on the timetable for restoration only once it has published its audited annual report and accounts for the financial year ended 30 October 2025 and its unaudited half-year results for the six months ended 30 April 2026. As described in paragraph 12 above, both were published earlier today.
Following that publication, the Company will liaise with the FCA in relation to the restoration of the listing of, and of trading in, the Consolidated Ordinary Shares. Once the timetable for restoration has been agreed with the FCA, the Company will announce the final timetable through a Regulatory Information Service.
Accordingly, the expected timetable of principal events set out on page 2 of the Circular is indicative only. The date of the General Meeting will not change as a result of those discussions, but the date of restoration, and the dates of the events which are expected to follow it, including Completion, may do so.
Shareholders should note that there can be no certainty that the suspension will be lifted, whether or not the Resolutions are passed. If restoration does not occur, the Transaction will not complete. Your attention is drawn to paragraph 17 (Importance of the vote).
14.Effect of the Proposals on Shareholders
Following the Capital Reorganisation, existing Shareholders will hold one Consolidated Ordinary Share for every 100 Existing Ordinary Shares held at the Record Date. The Capital Reorganisation will not, of itself, change the proportion of the Company’s issued ordinary share capital held by any Shareholder, save in respect of the treatment of fractional entitlements described in paragraph 7 above.
The issue of the Subscription Shares will dilute existing Shareholders’ interests. Immediately following Completion, existing Shareholders will in aggregate hold approximately 70.01 per cent. of the Company’s issued ordinary share capital.
Conversion in full of the Investor CLN and the Creditor CLNs at the Conversion Price would result in the issue of up to a further 6,795,455 Consolidated Ordinary Shares, following which existing Shareholders would in aggregate hold approximately 17.68 per cent. of the Company’s issued ordinary share capital. Shareholders should note that conversion of the CLNs would occur automatically on completion of a Reverse Takeover, and that a Reverse Takeover would itself be expected to involve the issue of a substantial number of further Consolidated Ordinary Shares, resulting in further substantial dilution.
15.General Meeting
Set out at the end of the Circular is a notice convening the General Meeting, to be held at the offices of Edwin Coe LLP, 2 Stone Buildings, Lincoln’s Inn, London WC2A 3TH at 10.00 a.m. on 27 October 2026, at which the Resolutions will be proposed. A summary and brief explanation of the Resolutions is set out below.
Resolution 1 – Capital Reorganisation: Sub-division (ordinary resolution)
Resolution 1 approves the sub-division and re-classification of each Existing Ordinary Share of 1 pence in issue at the Record Date into one Intermediate Share of 0.01 pence and one Deferred Share of 0.99 pence.
Resolution 2 – Capital Reorganisation: Consolidation (ordinary resolution)
Resolution 2 approves, immediately following the Sub-division becoming effective, the consolidation of every 100 Intermediate Shares into one Consolidated Ordinary Share of 1 pence. Resolution 2 also authorises the Directors to allot up to 99 Intermediate Shares for cash immediately prior to the Consolidation so that the total number of Intermediate Shares is exactly divisible by 100, and sets out how fractional entitlements arising on the Consolidation are to be dealt with.
Resolution 3 – Authority to allot relevant securities (ordinary resolution)
Resolution 3 authorises the Directors to allot shares in the Company, and to grant rights to subscribe for or convert any security into shares, up to an aggregate nominal amount (post Capital Reorganisation) of £74,839.55 in connection with the Subscription and the conversion of the CLNs, and up to a further aggregate nominal amount of £10,000 in connection with the Retail Offer. The authority will expire 15 months after the date of the Resolution or, if earlier, at the conclusion of the Company’s annual general meeting in 2027.
Resolution 4 – Adoption of the New Articles (special resolution)
Resolution 4, which will be proposed as a special resolution, approves the adoption of the New Articles in substitution for, and to the exclusion of, the Existing Articles. The principal purpose of the New Articles is to set out the rights attaching to the Deferred Shares and to comply with UKLR 13.2.1R.
Resolution 5 – Disapplication of pre-emption rights (special resolution)
Resolution 5, which will be proposed as a special resolution, gives the Directors power to allot equity securities for cash as if the statutory pre-emption rights in section 561(1) of the Act did not apply, limited to the allotment of Consolidated Ordinary Shares in connection with the Subscription, the conversion of the CLNs and the Retail Offer. The power will expire 15 months after the date of the Resolution or, if earlier, at the conclusion of the Company’s annual general meeting in 2027
Each of the Resolutions is conditional upon each of the other Resolutions being duly passed. If any of the Resolutions is not passed, none of the Proposals will proceed.
16.Action to be taken by Shareholders
A form of proxy for use at the General Meeting accompanies the Circular. Whether or not you intend to attend the General Meeting in person, you are requested to complete, sign and return the form of proxy in accordance with the instructions printed on it, so as to be received by the Registrar, Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX no later than 10.00 a.m. on 23 October 2026.
Alternatively, you may register your vote electronically by visiting www.shareregistrars.uk.com, clicking on the “Proxy Vote” button and following the on-screen instructions. Your user name and access code are printed on the form of proxy.
If you hold your Ordinary Shares in uncertificated form in CREST, you may appoint a proxy through the CREST electronic proxy appointment service in accordance with the procedures described in the notes to the Notice of General Meeting.
The return of a form of proxy, or the electronic appointment of a proxy, will not preclude you from attending, speaking and voting at the General Meeting in person should you wish to do so.
17.Importance of the vote
Shareholders should be aware that, if the Resolutions are not passed at the General Meeting, the Capital Reorganisation will not take effect, the Subscription and the issue of the Investor CLN will not proceed, and the Settlement with the Creditors will not become effective.
In that event, the Company would continue to owe £486,465.41 (inclusive of VAT) to its Creditors against cash at bank of £160,000, and would have no source of further funding. The Directors have explored the alternatives available to the Company, including alternative sources of finance, and do not believe that any alternative is available which would be capable of being implemented in the time available.
Accordingly, if the Resolutions are not passed, the Directors believe that the Company would be unable to meet its liabilities as they fall due and that the Company would be likely to be placed into administration or liquidation. In that event, the Directors do not expect that there would be any return to Shareholders.
Shareholders should also note that, even if the Resolutions are passed, completion of the Transaction remains subject to a number of conditions which are outside the Company’s control, including the lifting of the suspension of the Company’s listing.
18.Recommendation
The Directors consider the Proposals to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of all of the Resolutions to be proposed at the General Meeting, as the Directors intend to do in respect of their own beneficial holdings amounting in aggregate to 23,170,545 Existing Ordinary Shares, representing approximately 14.42 per cent. of the Company’s issued ordinary share capital.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
|
Announcement of the Proposals |
9 October 2026 |
|
Publication and posting of the Circular and the form of proxy |
9 October 2026 |
|
Latest time and date for receipt of forms of proxy and CREST Proxy Instructions |
10.00 a.m. on 23 October 2026 |
|
General Meeting |
10.00 a.m. on 27 October 2026 |
|
Announcement of the result of the General Meeting |
27 October 2026 |
|
Record Date for the Capital Reorganisation |
6.00 p.m. on 27 October 2026 |
|
Capital Reorganisation becomes effective |
8.00 a.m. on 28 October 2026 |
|
Expected date of restoration of listing of, and of trading in, the Consolidated Ordinary Shares |
8.00 a.m. on 29 October 2026 |
|
CREST accounts credited with Consolidated Ordinary Shares |
29 October 2026 |
|
Completion of the Subscription and issue of the Investor CLN |
29 October 2026 |
|
Completion of the Settlement and issue of the Creditor CLNs |
29 October 2026 |
|
Despatch of definitive share certificates for the Consolidated Ordinary Shares (certificated holders only) |
by 12 November 2026 |
Each of the times and dates above is indicative only and may be subject to change. Any changes will be notified by announcement through a Regulatory Information Service. All events following the General Meeting are conditional upon the passing of the Resolutions. Restoration of the listing of, and of trading in, the Consolidated Ordinary Shares is at the discretion of the FCA and the London Stock Exchange respectively. References to times are to London time.
TRANSACTION STATISTICS
|
Number of Existing Ordinary Shares in issue at the date of this announcement |
160,724,100 |
|
Consolidation ratio |
100:1 |
|
Number of Consolidated Ordinary Shares in issue immediately following the Capital Reorganisation |
1,607,241 |
|
Number of Deferred Shares in issue immediately following the Capital Reorganisation |
160,724,100 |
|
Issue Price per Subscription Share |
10 pence |
|
Number of Subscription Shares |
688,500 |
|
Gross proceeds of the Subscription |
£68,850 |
|
Percentage of the Enlarged Share Capital represented by the Subscription Shares |
29.99 per cent. |
|
Principal amount of the Investor CLN |
£431,150 |
|
Total Investment Amount |
£500,000 |
|
Conversion Price of the Investor CLN and the Creditor CLNs |
10 pence |
|
Maximum number of Consolidated Ordinary Shares issuable on conversion of the Investor CLN* |
4,311,500 |
|
Aggregate agreed creditor position (inclusive of VAT) |
£486,465.41 |
|
Aggregate cash payment to Creditors |
£238,069.96 |
|
Aggregate principal amount of the Creditor CLNs |
£248,395.45 |
|
Maximum number of Consolidated Ordinary Shares issuable on conversion of the Creditor CLNs |
2,483,955 |
|
Number of Consolidated Ordinary Shares in issue immediately following completion of the Subscription (the Enlarged Share Capital) |
2,295,741 |
|
Number of Consolidated Ordinary Shares in issue assuming conversion in full of the Investor CLN and the Creditor CLNs |
9,091,196 |
|
ISIN of the Consolidated Ordinary Shares |
GB00BVLCTC60 |
|
SEDOL of the Consolidated Ordinary Shares |
BVLCTC6 |
|
TIDM |
PRIS |
* Subject to adjustment as described in paragraph 4 above.
DEFINITIONS
The following definitions apply throughout this announcement unless the context requires otherwise:
|
“Act” |
the Companies Act 2006 (as amended) |
|
“Board” |
the board of directors of the Company as at the date of the Circular, whose names are set out on page 7 of the Circular |
|
“Capital Reorganisation” |
the Sub-division and the Consolidation, further details of which are set out in paragraph 7 of the Letter from the Chairman |
|
“Circular” |
this circular dated 9 October 2026 |
|
“CLNs” |
together the Investor CLN and the Creditor CLNs |
|
“Company” or “Pristine” |
Pristine Capital plc, a company incorporated and registered in England and Wales with registered number 13628889 |
|
“Completion” |
completion of the Subscription and the issue of the Investor CLN and completion of the Settlement in accordance with the Subscription Agreement |
|
“Consolidated Ordinary Shares” |
the new ordinary shares of 1 pence each in the capital of the Company arising on the Consolidation |
|
“Consolidation” |
the consolidation of every 100 Intermediate Shares into one Consolidated Ordinary Share, to be effected pursuant to Resolution 2 |
|
“Conversion Price” |
10 pence per Consolidated Ordinary Share |
|
“Creditor” |
each person named in the schedule of creditors agreed between the Company and the Investor, and “Creditors” means all of them |
|
“Creditor CLNs” |
the interest free convertible loan note instrument in the form annexed to the Deeds of Settlement constituting convertible loan notes in an aggregate principal amount equal to the Creditor CLN Amount, to be entered into by the Company on Completion in favour of the Creditors, further details of which are set out in paragraph 6 of the Letter from the Chairman |
|
“Creditor CLN Amount” |
£248,395.45, being the aggregate agreed creditor position of £486,465.41 less the Creditor Cash Payment and less the amounts waived by those Creditors who have elected to receive only the Creditor Cash Payment in settlement of their outstanding amounts |
|
“Creditor Cash Payment” |
the aggregate cash payment of £238,069.96 to be made to the Creditors on Completion |
|
“Creditor Proportion” |
in respect of each Creditor, the proportion which that Creditor’s agreed settlement amount bears to the aggregate agreed creditor position of £486,465.41 |
|
“CREST” |
the relevant system (as defined in the CREST Regulations) for the paperless settlement of share transfers and the holding of shares in uncertificated form, which is operated by Euroclear |
|
“CREST Manual” |
the rules governing the operation of CREST, as published by Euroclear from time to time |
|
“CREST Regulations” |
the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended) |
|
“Deeds of Settlement” |
the deeds of settlement (or in one case credit note) dated on or around the date of the Circular between the Company and each of the Creditors, further details of which are set out in paragraph 6 of the Letter from the Chairman |
|
“Deferred Shares” |
the deferred shares of 0.99 pence each in the capital of the Company arising on the Sub-division, having the rights and being subject to the restrictions set out in the New Articles |
|
“Directors” |
the directors of the Company as at the date of the Circular |
|
“Enlarged Share Capital” |
the issued ordinary share capital of the Company immediately following the Capital Reorganisation and the issue of the Subscription Shares |
|
“Euroclear” |
Euroclear UK & International Limited |
|
“Existing Ordinary Shares” |
the 160,724,100 ordinary shares of 1 pence each in the capital of the Company in issue at the date of the Circular |
|
“Existing Articles” |
the articles of association of the Company in force at the date of the Circular |
|
“FCA” |
the Financial Conduct Authority |
|
“form of proxy” |
the form of proxy accompanying the Circular for use by Shareholders at the General Meeting |
|
“General Meeting” |
the general meeting of the Company convened for 10.00 a.m. on 27 October 2026, notice of which is set out at the end of the Circular, and any adjournment of it |
|
“Intermediate Shares” |
the ordinary shares of 0.01 pence each in the capital of the Company arising on the Sub-division |
|
“Investment” |
the investment of the Investment Amount by the Investor by way of the Subscription and the Investor CLN |
|
“Investment Amount” |
£500,000 |
|
“Investor” |
RareWorld Limited |
|
“Investor CLN” |
the interest free convertible loan note instrument in the form attached to the Subscription Agreement constituting convertible loan notes in an aggregate principal amount of £431,150, to be entered into by the Company on Completion in favour of the Investor, further details of which are set out in paragraph 5 of the Letter from the Chairman |
|
“Issue Price” |
10 pence per Consolidated Ordinary Share |
|
“London Stock Exchange” |
London Stock Exchange plc |
|
“Letter from the Chairman” |
the letter from the Chairman of the Company set out on pages 7 to 16 of the Circular |
|
“New Articles” |
the new articles of association of the Company proposed to be adopted pursuant to Resolution 4 |
|
“Notice of General Meeting” |
the notice convening the General Meeting set out at the end of the Circular |
|
“Official List” |
the Official List maintained by the FCA |
|
“Opus” |
Opus Restructuring and Advisory LLP, the Company’s restructuring adviser |
|
“Ordinary Shares” |
the ordinary shares in the capital of the Company, being the Existing Ordinary Shares before the Capital Reorganisation and the Consolidated Ordinary Shares following the Capital Reorganisation, as the context requires |
|
“Proposals” |
together the Capital Reorganisation, the Subscription, the issue of the Investor CLN, the Settlement, the issue of the Creditor CLNs and the adoption of the New Articles |
|
“Proposed RTO” |
the proposed acquisition announced by the Company which would have constituted a reverse takeover for the purposes of the UKLR and which, as announced on 12 December 2025, did not proceed |
|
“Record Date” |
6.00 p.m. on 27 October 2026, or such other time and date as the Directors may determine, being the record date for the Capital Reorganisation |
|
“Registrar” |
Share Registrars Limited |
|
“Retail Offer” |
the proposed subsequent offer to Shareholders of new Consolidated Ordinary Shares via WRAP, further details of which are set out in paragraph 9 of the Letter from the Chairman |
|
“WRAP” |
the Winterflood Retail Access Platform operated by Marex Financial |
|
“Regulatory Information Service” |
a service authorised by the FCA to release regulatory announcements to the London Stock Exchange |
|
“Resolutions” |
the resolutions set out in the Notice of General Meeting |
|
“Reverse Takeover” or “RTO” |
a transaction which would be classified as a reverse takeover for the purposes of the UKLR, completion of which would result in the ordinary shares of the Company being admitted to the Official List (commercial companies segment) or to trading on AIM |
|
“Settlement” |
the settlement of the Company’s liabilities to the Creditors by way of the Creditor Cash Payment and the issue of the Creditor CLNs pursuant to the Deeds of Settlement |
|
“Shareholders” |
holders of Ordinary Shares from time to time |
|
“Sub-division” |
the sub-division and re-classification of each Existing Ordinary Share into one Intermediate Share and one Deferred Share, to be effected pursuant to Resolution 1 |
|
“Subscription” |
the conditional subscription by the Investor for the Subscription Shares at the Issue Price pursuant to the Subscription Agreement and conditional agreement to advance to the Company the principal amount of the Investor CLN |
|
“Subscription Agreement” |
the conditional subscription agreement dated 9 October 2026 between the Company and the Investor in relation to the Subscription, further details of which are set out in paragraph 4 of the Letter from the Chairman |
|
“Subscription Shares” |
the 688,500 Consolidated Ordinary Shares to be issued to the Investor pursuant to the Subscription |
|
“Takeover Code” |
the City Code on Takeovers and Mergers |
|
“Transaction” |
together the Subscription, the issue of the Investor CLN and the Settlement |
|
“UKLR” |
the UK Listing Rules sourcebook made by the FCA |
|
“VAT” |
value added tax |
|
“VAT Reclaim” |
any sum received by the Company by way of a reclaim of VAT from HM Revenue & Customs in respect of any period prior to Completion |
IMPORTANT NOTICES
Allenby Capital Limited ("Allenby Capital"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as broker to the Company in connection with the matters described in this announcement and is not acting for any other person and will not be responsible to any person other than the Company for providing the protections afforded to clients of Allenby Capital or for providing advice in relation to the contents of this announcement or any matter referred to in it.
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