Roundhouse AI Ltd
08 October 2026
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA, SINGAPORE OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSES OF RULE 5-A.5 OF THE MAR RULES OF THE FINANCIAL CONDUCT AUTHORITY (“THE FCA”) AND DOES NOT CONSTITUTE A PROSPECTUS.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (“FSMA”) AND HAS BEEN APPROVED BY MAREX FINANCIAL WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (the "FCA") (FCA REGISTRATION NUMBER 442767).
8 October 2026
Roundhouse AI Ltd
("Roundhouse" or the "Company")
WRAP Retail Offer for up to £150,000
Roundhouse AI Ltd, an artificial intelligence technology company, is pleased to announce a retail offer via the Winterflood Retail Access Platform (“WRAP”) to raise up to £150,000 (the “Retail Offer”) in conjunction with its IPO on AIM (the “Retail Offer”) through the issue of new ordinary shares of no-par value each in the capital of the Company (“Retail Offer Shares”).
Under the WRAP Retail Offer, up to 3,000,000 Retail Offer Shares will be made available at a price of 5 pence per share (the “Placing Price”). In addition to the WRAP Retail Offer and as announced earlier today, the Company has, subject to Admission (as defined below), completed a Placing of £1,500,000 (before expenses) at the Placing Price (the "Placing") and published an MTF admission prospectus (the “AIM Admission Document”) in conjunction with the Company's Admission to trading on AIM.
Further information on the Company and its business is set out in the Company’s AIM Admission Document. Copies of which are available online at www.roundhouse.io. The AIM Admission Document also includes details regarding the Company’s intention to cancel the admission of its existing Ordinary Shares (the “Existing Ordinary Shares”) to trading on the Access Segment of the Growth Market of the Aquis Stock Exchange (“AQSE”) and to apply for admission of the New Ordinary Shares (comprising Placing Shares and the Retail Offer Shares) and the Existing Ordinary Shares to trading on AIM, market operated by the London Stock Exchange (“Admission”).
The WRAP Retail Offer and the Placing are conditional on the Company’s Existing and New Ordinary Shares being admitted to trading on AIM. It is anticipated that Admission will become effective and that dealings in the Existing and New Ordinary Shares will commence on AIM at 08.00 a.m. on 13 October 2026.
For the avoidance of doubt, the WRAP Retail Offer is not part of the Placing or Admission and the WRAP Retail Offer will complete upon Admission.
Expected Timetable in relation to the Retail Offer
Retail Offer opens | 1:00pm 8 October 2026 |
Latest time and date for commitments under the Retail Offer (Please note that intermediaries’ closing times may differ) | 11:00am 12 October 2026 |
Results of the Retail Offer announced | on or around 12:00pm 12 October 2026 |
Admission and commencement of dealings in Retail Offer Shares issued on AIM | 8:00am 13 October 2026 |
WRAP Retail Offer
The Company is making the WRAP Retail Offer open to eligible investors resident and physically located in the United Kingdom, following release of this announcement and through certain financial intermediaries.
A number of retail platforms are able to access the Retail Offer. Non-holders or existing shareholders wishing to subscribe for Retail Offer Shares should contact their broker or wealth manager who will confirm if they are participating in the Retail Offer.
Retail brokers wishing to participate in the Retail Offer on behalf of eligible retail investors, should contact WRAP@marex.com.
The Retail Offer is expected to close at 11:00am on 12 October 2026. Eligible retail investors should note that financial intermediaries may have earlier closing times. The result of the Retail Offer is expected to be announced by the Company on or around 12:00pm 12 October 2026.
To be eligible to participate in the Retail Offer, applicants must be a customer of a participating intermediary including individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations.
There is a minimum subscription of £100 per investor under the Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.
The Company reserves the right to amend the size and timings of the retail offer at its discretion. The Company reserves the right to scale back any order and to reject any application for subscription under the Retail Offer without giving any reason for such rejection.
It is vital to note that once an application for Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.
The Retail Offer Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after their date of issue.
It is a term of the Retail Offer that the total value of the Retail Offer Shares available for subscription at the Placing Price does not exceed £150,000, or such size as agreed by the Company.
Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.
It should be noted that a subscription for Ordinary Shares and investment in the Company carries a number of risks, including the risk that investors may lose their entire investment. Investors should take independent advice from a person experienced in advising on investment in securities such as the Ordinary Shares if they are in any doubt.
An investment in the Company will place capital at risk. The value of investments, and any income, can go down as well as up, so investors could get back less than the amount invested.
Neither past performance nor any forecasts should be considered a reliable indicator of future results.
The Company has published an MTF admission prospectus (the “AIM Admission Document”) in compliance with the requirements of the AIM Rules for Companies and is issued in connection with the proposed admission of Roundhouse to the AIM market of the London Stock Exchange. The AIM Admission Document has not been prepared in accordance with the rules of the Financial Conduct Authority (“FCA”) for Admission to Trading on a Regulated Market and its contents have not been approved by the FCA. The AIM Admission Document will not be filed with or approved by the FCA or any other government or regulatory authority in the UK.
For further information:
Roundhouse AI Ltd Matthew Lodge, CEO | hq@roundhouseai.io |
Clear Capital Markets (Broker) Bob Roberts | bobroberts@clear-cm.co.uk +44 (0) 20 3869 6080 |
Winterflood Retail Access Platform Kaitlan Billings, Sophia Bechev | WRAP@marex.com |
Further information on the Company can be found on its website at https://www.roundhouseai.io/
The Company's LEI is 984500843B7DFD045F10.
This announcement should be read in its entirety. In particular, the information in the “Important Notices” section of the announcement should be read and understood.
Important Notices
This announcement, which has been prepared by and is the sole responsibility of the Company, has been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”) by Marex Financial(“MF”), which is authorised and regulated by the Financial Conduct Authority.
This announcement is an advertisement for the purposes of Rule 5-A.5 of the MAR rules of the Financial Conduct Authority (the “FCA”) and does not constitute a prospectus. Investors should not purchase or subscribe for any shares referred to in this communication except solely on the basis of the information contained in the AIM Admission Document, including the risk factors set out therein, that has been published by the Company. A copy of the AIM Admission Document published by the Company is available for inspection on the Company’s website: https://www.roundhouseai.io/, subject to certain access restrictions.
The release, publication or distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the “United States” or “US”)), Australia, Canada, New Zealand, Japan, Singapore, the Republic of South Africa, any member state of the EEA 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 an offer to sell or issue or a solicitation of an offer to buy or subscribe for Ordinary Shares in any such jurisdiction.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.This announcement is not an offer of securities for sale into the United States.The securities referred to herein have not been and will not be registered under the US Securities Act, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.No public offering of securities is being made in the United States.
WRAP is a proprietary technology platform owned and operated by MF. MF is incorporated under the laws of England and Wales (company no. 5613061, LEI no. 5493003EETVWYSIJ5A20 and VAT registration no. GB 872 8106 13) and is authorised and regulated by the Financial Conduct Authority (FCA registration number 442767). MF’s registered address is at 155 Bishopsgate, London, EC2M 3TQ. MF is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the Retail Offer, Admission and the other arrangements referred to in this announcement.
The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results.Returns may increase or decrease as a result of currency fluctuations.
Certain statements in this announcement may constitute forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as “aim”, “anticipate”, “believe”, “intend”, “estimate”, “expect” and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.
These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company and MFexpressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the FCA, the London Stock Exchange or applicable law.
The information in this announcement is for background purposes only and does not purport to be full or complete. Neither MF nor any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. MF and its affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.
Any indication in this announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than AIM.
Beaumont Cornish Limited (the “NOMAD” or “Beaumont Cornish”), which is authorised and regulated by the FCA in the United Kingdom, is acting as Nominated Adviser to the Company in connection with the proposed admission to trading on AIM. The NOMAD has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by the NOMAD for the accuracy of any information or opinions contained in this announcement or for the omission of any material information. The responsibilities of the NOMAD as the Company's Nominated Adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this or any other announcement, or otherwise.
Clear Capital Markets Ltd (the “Broker” or “Clear Capital”) is authorised and regulated by the FCA in the United Kingdom. The Broker is acting solely as broker and bookrunner exclusively for the Company and no one else in connection with the bookbuild and the contents of this announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the bookbuild or the contents of this announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on the Broker by FSMA or the regulatory regime established thereunder, the Broker accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the bookbuild or the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this announcement, whether as to the past or the future. The Broker accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this announcement or any such statement.
UK Product Governance Requirements
In connection with the offer of Ordinary Shares to retail investors alongside the Placing (the “Retail Offer” and, such Ordinary Shares, the “WRAP Retail Offer Shares”), and solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Requirements”), Clear Capital, in its capacity as distributor of the Retail Offer Shares for the purposes of the UK MiFIR Product Governance Requirements, has undertaken a product approval process, which has determined that the Retail Offer Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in COBS; and (ii) eligible for distribution through all permitted distribution channels (the “Retail Offer Target Market Assessment”).
Neither the Company nor Beaumont Cornish is a “manufacturer” or a “distributor” for the purposes of the UK MiFIR Product Governance Requirements in respect of the Retail Offer Shares. The Company is not an authorised person under the Financial Services and Markets Act 2000 and falls outside the regulatory perimeter of COBS and the UK MiFIR Product Governance Requirements, and Beaumont Cornish’s role is limited to acting as nominated adviser to the Company pursuant to the AIM Rules for Nominated Advisers, which does not include undertaking target market assessments for the purposes of the UK MiFIR Product Governance Requirements.
Beaumont Cornish has not verified, reviewed or approved the Retail Offer Target Market Assessment and expressly disclaims any duty of care, responsibility or liability whatsoever to any person (including, without limitation, any retail investor) in connection with the Retail Offer Target Market Assessment or the Retail Offer. Neither the Company nor Beaumont Cornish accepts any responsibility or liability whatsoever, whether arising in tort, contract or otherwise, for the Retail Offer Target Market Assessment, which has been prepared and is owned solely by Clear Capital (or, if applicable, by any manufacturer or other distributor of the Retail Offer Shares who are each responsible for undertaking their own target market assessment for the purposes of the UK MiFIR Product Governance Requirements) as distributor of the Retail Offer Shares.
Notwithstanding the Retail Offer Target Market Assessment, distributors should note that: the price of the Retail Offer Shares may decline and investors could lose all or part of their investment; the Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the Retail Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Retail Offer Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.
For the avoidance of doubt, the Retail Offer Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Retail Offer Shares. Nothing in this notice shall be construed as imposing any obligation or duty on Beaumont Cornish, whether as nominated adviser or otherwise, to any retail investor or prospective retail investor in connection with the Retail Offer or the Retail Offer Shares.
No person has been authorised by Beaumont Cornish or by the Company to give any information or make any representations in connection with the Retail Offer other than those contained in this document, and, if given or made, such information or representations must not be relied upon as having been authorised by Beaumont Cornish or the Company. Beaumont Cornish’s responsibilities as nominated adviser to the Company are owed solely to the London Stock Exchange and are not owed to the Company, to any Director, to any investor (whether retail or otherwise) or to any other person. Beaumont Cornish will not be responsible to anyone other than the London Stock Exchange for providing the protections afforded to its clients or for advising any other person on the contents of this document or any transaction, matter or arrangement referred to in this document, including the Retail Offer. No representation or warranty, express or implied, is made by Beaumont Cornish with respect to the accuracy, completeness or sufficiency of any information contained in this document in so far as it relates to the Retail Offer or the Retail Offer Target Market Assessment.
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