Marechale Capital Plc - Posting of Circular and Notice of General Meeting
3 June 2026
(“Marechale” or the "Company")
Posting of Circular and Notice of General Meeting
Proposed Acquisitions, Conditional Subscription & Granting of Share Authorities
Fee Settlement and Directorate Appointment
The Proposed Acquisitions are to be completed via share-for-share exchanges that will involve the issue of, in aggregate, 75,217,431 new ordinary shares of £0.008 each in the Company (“Ordinary Shares”) at an issue price of £0.0175 (“Issue Price”) per new Ordinary Share, to the shareholders (and, in the case of Blubird, optionholders, whose options will be cancelled) of
The Board believes that the Proposed Acquisitions will help Marechale develop into one of the UK’s first publicly quoted, fully integrated digital merchant bank. On completion of the Proposed Acquisitions, the Company will expand its offering from traditional boutique corporate finance and taking stakes in the companies it advises, into a broader, tech-enabled platform comprising corporate finance, capital markets, tokenisation and asset management across both traditional and digital asset markets.
The Proposed Acquisitions are conditional on, among other things, the passing of certain resolutions at a General Meeting (the “Resolutions”). Consequently, the Company has posted a circular to all Shareholders, containing a notice of general meeting setting out details of the Proposed Acquisitions and the Resolutions (“Circular”).
The General Meeting is due to be held at
Extracts from the Circular are appended to this announcement. Capitalised terms in this announcement have the meaning ascribed to them in the definitions section of the Circular. The circular will be available on the Company's website shortly, https://marechalecapital.com/ .
Strategic Rationale
-- Subject to the passing of the Resolutions, it is the intention
that the enlarged group will be able to offer a comprehensive range of
traditional and digital merchant banking services, covering the entire
capital markets lifecycle.
-- The Blubird tokenisation platform is revenue generating with over
$32bn of institutional grade assets on the platform registry and a
healthy pipeline of over 20 projects and with a now fully funded plan to
grow significantly.
-- Ownership of the Blubird assets and technology provides existing
and prospective clients of the enlarged Marechale group access to a
broad range of Blubird ’s tech-enabled services (including a
tokenisation platform, smart contracts, registry management and an AI
consultancy), enabling the capture of margin at each stage of the
digital asset value chain.
-- As an early adopter in the City of London , the Directors believe
that the enlarged group has a competitive advantage to capitalise on the
structural growth of digital assets.
-- The Board believes that the Proposed Acquisitions have the
potential to deliver material value for shareholders and to be
significantly earnings enhancing this financial year.
Conditional Subscription
Conditional on the Resolutions being passed at the General Meeting, the Company has raised £1,061,000 via a subscription for 60,628,571 new Ordinary Shares at the Issue Price (“Subscription Shares”) (“Conditional Subscription”). The funds have been raised from existing shareholders, including a Director, alongside new institutional investors.
Adviser Fee Settlement
The Company has further agreed to settle fees owed to an adviser of the Company via the issue of 2,000,000 new Ordinary Shares in the Company at the Issue Price (“Fee Settlement Shares”).
Directorate Appointment
Further, the Company has appointed Mr.
Prior to this,
The following information is disclosed in respect of
Current positions, directorships Former positions, directorships and/or and/or partnerships: partnerships (within the last five years):SCP Asset Management Limited Claridge Upholstery Company Ltd Sterling Digital plcStanford Capital Partners Ltd
At the time of this announcement,
Save as set out above, no further information regarding
Related Party Transactions
The participation of
“This is a series of transformational transactions for Marechale which we believe establishes London’s first listed, full-service digital merchant bank with significant growth prospects.
Today’s announcement is the culmination of our strategy announced to shareholders three years ago to establish Marechale as London’s first digital merchant bank and by bringing together
“Banking has long remained an analogue system in a digital world, but that is now changing. This transaction creates a highly compelling technology platform, allowing us to offer existing and new clients seamless access to digital tokenisation.
“We are already working closely across the enlarged group and believe that the immediate access to both the Blubird platform and a highly talented, experienced team, unlocks new opportunities to accelerate our growth.”
“As a passionate follower of digital assets over the last decade and a half, it’s clear that the cycle has reached a level of maturity and adoption that institutional demand is growing exponentially. Joining the Marechale team is a fantastic opportunity and I look forward to helping the Board achieve its vision and objectives.”
“Demand for tokenisation is already here. This transaction will supercharge the Blubird platform with access to deal flow across private and public markets. By combining our businesses, we are putting the group firmly at the centre of a potentially
“With more than 20 tokenisation projects across the EU, Asia-Pac and the
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of
Enquiries
Marechale Capital Patrick Booth-Clibborn Tel: +44 (0)20 7628 5582
/ Mark Warde-Norbury
Cairn Financial Advisers LLP (Nominated Tel: +44 (0)20 7213 0880
Adviser) Jo Turner / Sandy Jamieson
Vigo Consulting (Financial Public
Relations) Jeremy Garcia / Joe Quinlan Tel: +44 (0)20 7390 0230
marechale@vigoconsulting.com
Forward looking statement disclaimer
Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.
The Company cautions shareholders and prospective shareholder holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.
Extract from the Circular
EXPECTED TIMETABLE OF EVENTS
2026
Publication and posting to Shareholders of 3 June
this Document
Latest time for receipt of Forms of Proxy 10:00 a.m. on 18 June
for the General Meeting
General Meeting 10:00 a.m. on 22 June
On or around:
Admission of the New Ordinary Shares 8:00 a.m. on 24 June
CREST accounts credited with the New Morning of 24 June
Ordinary Shares
Dispatch of definitive share certificates No later than 2 July
in respect of the New Ordinary Shares
The dates and times given are indicative only and are based on the Company’s current expectations. As at the date of posting, certain dates above need to be agreed and, therefore, may be subject to change. If any of the expected times and/or dates above change, the revised times and/or dates will be notified to the Shareholders by announcement through a
All references to time in this Document are to
DEALING CODES
LEI 2138003NUK6SXCDIAT89
ISIN GB0005401087
SEDOL 0540108
STATISTICS OF THE PROPOSED ACQUISITIONS AND CONDITIONAL SUBSCRIPTION
Value Number
Share Capital (as at 2 £ No. of Shares
June 2026)
Issued Share Capital 119,441,253
Share Price £ 0.022
Market Capitalisation £2,627,708
Issue Price £0.0 175
Consideration Shares in respect £1,316,305 75,217,431
of the Proposed Acquisitions
Conditional Subscription at the £1,061,000 60,628,571
Issue Price
Fee Settlement Shares £35,000 2,000,000
New Ordinary Shares 137,846,002
Enlarged Issued Share Capital 257,287,255
Market Capitalisation at the £ 4,502,527
Issue Price
LETTER FROM THE EXECUTIVE CHAIRMAN OF THE COMPANY
(Incorporated in
Directors: Registered Office:
Mark Warde-Norbury,Executive Chairman 46 New Broad Street Patrick Booth-Clibborn , Chief Executive Officer London EC2M 1JH
Chris Kenning , Non-executive Director
To the holders of Ordinary Shares
Dear Shareholder
Proposed Acquisitions
Conditional Subscription
Granting of Share Authorities
Directorate Appointment
Notice of General Meeting
1. Introduction
The purpose of this Document is to outline the details and reasons for the Proposed Acquisitions and Conditional Subscription and to convene a General Meeting of Shareholders. In order to complete the Proposed Acquisitions and the Conditional Subscription, the Company must convene the General Meeting to obtain Shareholder approval to increase its share allotment authorities , to allow for the issue of new Ordinary Shares.
While the Company currently holds authority to allot ordinary shares and grant rights to subscribe for or convert securities up to an aggregate nominal amount of £600,000, less already issued securities, representing authorities for 61,499,994 new Ordinary Shares, additional authority is needed for the Directors to proceed with the Proposed Acquisitions and the Conditional Subscription. The Company is , therefore , seeking authority for an additional aggregate nominal amount of £800,000, representing authorities over a further 100,000,000 new Ordinary Shares, together with disapplication of pre-emption rights with respect to such shares.
1. Background to the Proposed Acquisitions
Marechale has entered into three conditional share purchase agreements (“SPAs”), pursuant to which the Company proposes to acquire four businesses (the “Proposed Acquisitions”):
1.Stanford Capital Partners Limited (“Stanford”), aUK SME-focused corporate finance and broking firm , complementing Marechale’s existing services ; 2.Blubird Global Inc. (“Blubird”), an institutional-grade, multi-chain, real-world asset tokenisation platform; and 3.NJC Capital Management VSA Private Fund Limited (“NJC Fund”) andNJC Capital Management Limited (“NJC Manco”), a systematic alternative investment fund and its manager, respectively (together, “NJC Capital”).
The SPAs are conditional upon, amongst other things, all Resolutions proposed at the General Meeting being approved by Shareholders.
The Proposed Acquisitions form a part of the Company’s strategic expansion and development from a traditional boutique corporate finance house into a broader platform comprising corporate finance, capital markets, tokenisation and asset management across both traditional and digital asset markets, representing a fully integrated digital merchant bank.
The Board considers that the financial services industry is undergoing structural transformation driven in part by the increasing adoption of blockchain and digital asset technologies. The Proposed Acquisitions are intended to position the Company to participate in both traditional and digital capital markets.
The Proposed Acquisitions will be completed via share-for-share exchanges that will involve the issue of, in aggregate, 75,217,431 new Ordinary Shares in the Company to the shareholders of
Industry Context and Strategic Opportunity
The Board expects that firms capable of servicing clients seamlessly across both traditional and digital financial ecosystems will be best positioned to benefit from this structural shift. The Proposed Acquisitions have been selected to build these capabilities in a rapid and capital-efficient manner, establishing a differentiated platform within the
Background and Rationale for the Proposed Acquisitions
The Directors consider that Stanford’s investor base complements Marechale’s existing activities and advisory business.
As a part of the acquisition, in order to help with growing the Company’s capital markets fundraising operations, the principal of
Blubird, the developer and owner of the
The platform operates on a Software-as-a-Service (“SaaS”) model, with recurring revenue based on annual platform fees and on the platform usage and with growth proportional to the volume of assets tokenised and moved through the platform, Blubird’s service and technology covers the lifecycle of tokenising an asset, from “tokenomics” design and smart contract deployment through to capital structure management, compliance and secondary market integration, enabling Marechale to offer end-to-end digital asset services to its corporate clients .
The acquisition of Blubird would provide the
Blubird’s platform currently supports twenty three blockchain networks, providing interoperability and scalability across multiple ecosystems. The platform operates on an establishment licence fee and royalty fee model (typically between 0.5 per cent. and 2 per cent. per transaction), generating recurring revenues linked to asset activity on the platform.
Forecasts by organisations including McKinsey,
The Blubird registry has already processed in excess of
Founded and managed by
The fund is registered in
The incorporation of
Structure of the Proposed Acquisitions
The Proposed Acquisitions will be implemented by way of individual SPAs. Under the Proposed Acquisitions, the Company will acquire 100 per cent. of the issued share capital of each of
The Proposed Acquisitions will be completed via the issue of new Ordinary Shares at the Issue Price
and c
ompletion of
the Proposed A
cquisition
s is
subject to regulatory approval (in respect of
The Company has had early engagement with the
The aggregate Consideration Shares to be issued pursuant to the Proposed Acquisitions will represent approximately 39 per cent. of the Acquisitions Enlarged Share Capital, prior to the Conditional Subscription and the Fee Settlement.
Following completion of the Proposed Acquisitions,
Stanford Capital Acquisition
The Company intends to acquire 100 per cent. of the issued share capital of
The SPA in respect of the Stanford Acquisition contains customary terms for a transaction of this nature. The vendors have given the Company customary business warranties as well as tax warranties in respect of
The selling shareholders (save for a minority shareholder) have agreed to enter into customary lock - in arrangements pursuant to which they shall not dispose of, or otherwise deal in, the Ordinary Shares issued to them as consideration for the acquisition for a period of 12 months following Admission, subject to customary limited exceptions, and will be subject to a 12 month orderly market provision thereafter.
Blubird Acquisition
The Company intends to acquire 100 per cent. of the issued share capital of Blubird (with all outstanding options being cancelled) in consideration for the allotment and issue of the 23,716,282 Blubird Consideration Shares, representing a consideration of £415,035. The Blubird Acquisition is conditional upon, amongst other things, (i) all Resolutions proposed at the General Meeting being approved by Shareholders; and (ii) completion of the Conditional Subscription.
The SPA in respect of the Blubird Acquisition contains customary terms for a transaction of this nature. The principal vendors have given the Company customary business warranties as well as tax warranties in respect of Blubird. These warranties are subject to customary limitations on liability, including financial caps, thresholds and time limits. Further, the principal vendors have given Marechale a general tax indemnity.
The Company has received executed SPAs from shareholders representing over 90 per cent. of Blubird’s issued share capital, with one remaining shareholders (holding less than 10 per cent. of the issued share capital) to be subject, if necessary to a drag-along provision, that is applicable to the terms of their shareholding.
The selling shareholders (save for one minority shareholder) have agreed to enter into customary lock - in arrangements pursuant to which they shall not dispose of, or otherwise deal in, the Ordinary Shares issued to them as consideration for the acquisition for a period of 12 months following Admission, subject to customary limited exceptions, and will be subject to a 12 month orderly market provision thereafter.
NJC Acquisition
The Company intends to acquire 100 per cent. of the issued share capital of
The SPA in respect of the NJC Acquisition contains customary terms for a transaction of this nature. The vendors have given the Company customary business warranties as well as tax warranties in respect of
The selling shareholders have agreed to enter into customary lock - in arrangements pursuant to which they shall not dispose of, or otherwise deal in, the Ordinary Shares issued to them as consideration for the acquisition for a period of 12 months following Admission, subject to customary limited exceptions, and will be subject to a 12 month orderly market provision thereafter.
Term Sheet
Each of the Company,
In particular, subject to the specific provisions set out below in respect of Blubird only, each target entity shall, in respect of itself, be entitled to receive an amount equal to 50 per cent. of the net profit of that entity, calculated in accordance with the Company’s group accounting policies, after the allocation of central and shared costs, in line with the treatment of other operating businesses within the
The Company and Blubird have agreed that, pursuant to the term sheet, for the two-year period from
For these purposes, “royalty income” will comprise income received after deduction of all applicable costs, including operating and administrative expenses, any of the
Any distributions or payments relating to legacy assets (including income, royalties and commissions) will be subject to the prior approval of the Company’s remuneration committee, taking into account recommendations from the Blubird board at the relevant time. In addition, any individual receiving payments linked to such royalty income would be required to be, at the time of payment, an employee, contractor or otherwise formally engaged within the
Following these two years, Blubird will participate in the Enlarged Group’s distribution framework on the basis of a 50 per cent. share of net profit.
The Company and
In addition,
1. Conditional Subscription
Conditional on the Resolutions being passed at the General Meeting, the Company has raised £1,061,000 via a subscription for 60,628,571 new Ordinary Shares at the Issue Price of £0.0175 (
The proceeds of the Conditional Subscription are expected to be used to fund the development of the new businesses, hiring of key new people, office and administrative support, as well as increasing its ability to provide strategic loans and equity to support its client financing activities, as follows:
-- expansion of the Blubird platform, including continued
development of tokenisation infrastructure: £200,000;
-- commercialisation and go-to-market strategy, including
partnerships and client acquisition: £300,000;
-- recruitment and personnel: £200,000; and
-- working capital and general corporate purposes: up to £300,000.
Related Party Transactions
The participation of
1. Fee Settlement
The Company has further agreed to settle fees owed to an adviser of the Company via the issue of 2,000,000 new Ordinary Shares in the Company at the Issue Price (“Fee Settlement Shares”).
1. Dealing and Settlement
Subject to the Resolutions being passed and completion of the Acquisitions, it is expected that Admission of the New Ordinary Shares will become effective and that dealings in the New Ordinary Shares will commence at
It is intended that new share certificates will be sent to Shareholders, who hold their shares in certificated form, following Admission. These new share certificates will set out the number of New Ordinary Shares owned by a Shareholder on Admission and will replace existing share certificates. Definitive certificates for the New Ordinary Shares are expected to be dispatched by post no later than
1. General Meeting
Your attention is drawn to the notice convening the General Meeting of the Company, set out at the end of this Document, to be held at
Resolution 1: Authority to allot shares
THAT in accordance with section 551 of the Companies Act 2006 (the "Act") (in addition to all existing authorities), the Directors be and they are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot ordinary shares in the Company (unless previously renewed, varied or revoked by the Company in general meeting before expiry of this resolution) and to grant rights to subscribe for, or convert any security into, ordinary shares in the Company up to the aggregate nominal amount of £ 800,000 , such amount to include:
1. ordinary shares in the Company up to the aggregate nominal amount
of £223,750.52 for the purposes of the acquisition of Stanford Capital
Partners Limited ;
2. ordinary shares in the Company up to the aggregate nominal amount
of £189,730.26 for the purposes of the acquisition of Blubird Global Inc. ;
and
3. ordinary shares in the Company up to the aggregate nominal amount
of £188,258.67 for the purposes of the acquisition of NJC Capital ,
provided that this authority will expire on the earlier of
Resolution 2: Disapplication of Pre-Emption Rights
THAT, subject to the passing of Resolution 1 above,
(in addition to all existing authorities)
the Directors be and they are hereby generally empowered pursuant to sections 570 and 571 of the Act to allot equity securities (within the meaning of section 560 of the Act) of the Company for cash pursuant to the authority conferred by Resolution 1 above as if section 561(1) of the Act did not apply to the allotment, provided that this authority will expire at the earlier of
1. Action to be taken
You will find enclosed with this Document a Form of Proxy in respect of the General Meeting.
Whether or not you propose to attend the General Meeting in person, you are asked to complete the Form of Proxy and return it to the Company secretary, details of which are included in the notes of this Document, so as to arrive as soon as possible, but in any event, so as not to be received any later than
Completion and return of the Form of Proxy will not preclude you from attending and voting at the General Meeting in person if you wish.
1. Board Opinion and Recommendation
The Directors believe that this integrated model, offering technology, capital markets and asset management across both traditional and digital asset markets under one business is novel in the
The Directors note that the current period of structural change in the
The Company is seeking Shareholder support for the strategy set out in this Document. The Directors unanimously consider that the Proposed Acquisitions and Conditional Subscription are in the best interests of the Company and the Shareholders as a whole.
The Directors believe that the timing of the Proposed Acquisitions is particularly favourable, given the increasing institutional adoption of blockchain technology, tokenisation and the convergence of traditional and digital financial markets.
Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of their own beneficial holdings which, in aggregate, amount to 36,087,758 Ordinary Shares, representing approximately 30.21 per cent. of the Company's issued ordinary share capital.
Yours faithfully,
Executive Chairman
