TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
GB00BMWC6Q55
Issuer Name
CAPAI PLC
UK or Non-UK Issuer
UK
2. Reason for Notification
An acquisition or disposal of voting rights
3. Details of person subject to the notification obligation
Name
Richard Edwards
City of registered office (if applicable)
Martock
Country of registered office (if applicable)
United Kingdom
4. Details of the shareholder
|
Name |
City of registered office |
Country of registered office |
|
Richard Edwards' trading accounts (454,000,000 Ordinary Shares) |
Martock |
United Kingdom |
|
Charlotte Edwards' ISA (33,500,000 Ordinary Shares) |
Martock |
United Kingdom |
|
Richard Edwards' SIPP (148,500,000 Ordinary Shares) |
Martock |
United Kingdom |
|
Charlotte Edwards' SIPP (69,000,000 Ordinary Shares) |
Martock |
United Kingdom |
|
Coat Capital Ltd, which Richard Edwards and Charlotte Edwards are the ultimate controlling persons of on a 50% / 50% basis (50,793,650 Ordinary Shares) |
Martock |
United Kingdom |
5. Date on which the threshold was crossed or reached
09-Jun-2025
6. Date on which Issuer notified
09-Jun-2025
7. Total positions of person(s) subject to the notification obligation
|
% of voting rights attached to shares (total of 8.A) |
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2) |
Total of both in % (8.A + 8.B) |
Total number of voting rights held in issuer |
|
|
Resulting situation on the date on which threshold was crossed or reached |
20.81 |
0.00 |
20.81 |
755793650 |
|
Position of previous notification (if applicable) |
11.01 |
0.00 |
11.01 |
|
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
8A. Voting rights attached to shares
|
Class/Type of shares ISIN code(if possible) |
Number of direct voting rights (DTR5.1) |
Number of indirect voting rights (DTR5.2.1) |
% of direct voting rights (DTR5.1) |
% of indirect voting rights (DTR5.2.1) |
|
GB00BMWC6Q55 |
755793650 |
0 |
20.81 |
0.00 |
|
Sub Total 8.A |
755793650 |
20.81% |
||
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
|
Type of financial instrument |
Expiration date |
Exercise/conversion period |
Number of voting rights that may be acquired if the instrument is exercised/converted |
% of voting rights |
|
|
|
|
|
|
|
Sub Total 8.B1 |
|
|
|
|
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
|
Type of financial instrument |
Expiration date |
Exercise/conversion period |
Physical or cash settlement |
Number of voting rights |
% of voting rights |
|
|
|
|
|
|
|
|
Sub Total 8.B2 |
|
|
|
||
9. Information in relation to the person subject to the notification obligation
1. Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.
|
Ultimate controlling person |
Name of controlled undertaking |
% of voting rights if it equals or is higher than the notifiable threshold |
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold |
Total of both if it equals or is higher than the notifiable threshold |
|
|
|
|
|
|
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
This notification has been made following the issue and allotment of 400,000,000 new ordinary shares of nominal value £0.00001 each in the capital of capAI plc (the "New Shares"; "capAI") to Richard Edwards (a director of capAI designated as Executive Chairman) on 9 June 2025, pursuant to an English law governed stock loan agreement (cast as a deed) entered into between capAI and Mr Edwards dated 28 May 2025 (the "Stock Loan Agreement").
capAI expects to publish its interim results for the period to 31 March 2025 on 30 June 2025 and therefore capAI is currently in a closed period (for the purposes of Regulation 2014/596/EU, which is part of the domestic law of the United Kingdom of Great Britain and Northern Ireland pursuant to the Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310) ("UK MAR")) which commenced on 31 May 2025.
The Stock Loan Agreement was entered into prior to the commencement of the closed period.
Mr Edwards is a person discharging managerial responsibilities (for the purposes of UK MAR) of capAI.
The issue and allotment of the New Shares referred to above has taken effect during the closed period, however capAI's view is that this transaction is compliant with UK MAR as the only actions within the closed period have been the implementation of actions resulting from irrevocable decisions made and instructions provided by the board of directors of capAI prior to the commencement of the closed period (for the purposes of UK MAR).
Reference has been made to the RNS published by capAI on 9 June 2025 (RNS number: 9000L), which states the total voting rights denominator has increased to 3,631,830,636.
12. Date of Completion
09-Jun-2025
13. Place Of Completion
United Kingdom
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