Proposed Acquisition of Cascade Holding Limited
Summary by AI BETAClose X
This announcement contains inside information for the purposes of the UK Market Abuse Regulations ('UK MAR'). Upon publication of this announcement, this inside information (as defined in UK MAR) is now considered to be in the public domain.
15 September 2026
Mollyroe plc
("Mollyroe" or the "Company")
Proposed Acquisition of Cascade Holding Limited for £4.68 million to be satisfied through the issuing of consideration shares
Rule 9 Waiver
Conditional Placing and Subscription raising net proceeds of £1.93 million
Proposed conversion of loan notes, share consolidation, adoption of share option plan and Company name change
Mollyroe (AQSE: MOY), an investment company focused on delivering value accretion from the highest-quality AI business opportunities, with the potential to change industries and create enduring value, announces that it has entered into a share purchase agreement (“SPA”) relating to the proposed acquisition (the “Acquisition”) of the entire issued share capital of Cascade Holding Limited (“Cascade”). Since September 2025, Mollyroe has invested in Cascade via multiple subscriptions for Convertible Loan Notes (“CLNs”) as previously announced, providing Cascade with £725,000 in funding to date.
A Shareholder Circular (the “Circular”) is being sent to Shareholders today, which includes a letter from the Independent Director of Mollyroe at Part I (the “Letter”), and will be available via the Company’s website: www.mollyroeplc.com. The Letter is set out in full below at Appendix I to this announcement. Any reference in the Letter to any “Part”, “this Document” or “this Circular” may be to a part of the Circular which is not reproduced below and which is set out in the full document available at the Company’s website at the link above.
The definitions applicable to this announcement and the Letter are set out in Appendix II to this announcement.
Highlights of proposed transaction:
- Cascade is an AI-native, end-to-end film production platform developed by a team with experience across filmmaking, visual effects, virtual production, technology and media
- The consideration for the Acquisition of £4.68 million is to be satisfied by the issue of 1,759,144,693 Consideration Shares to the Cascade Vendors
- The Acquisition is conditional, among other things, on approval of a Rule 9 Waiver at the General Meeting
- The Consideration Shares will be issued at the Issue Price of 0.266 pence per share (“Issue Price”) and, following Admission, will rank pari passu in all respects with the Existing Ordinary Shares
- The Consideration Shares will be subject to a 12 month lock-in and further 12 month orderly market period, as detailed in the Circular
- A Placing and Subscription by Fortified Securities has conditionally raised net proceeds of £1.93 million by the issuance of 454,887,211. All Placing and Subscription Shares have been conditionally placed or subscribed for at the Issue Price, subject, inter alia, to the passing of the Resolutions and Admission
- Proceeds of the Fundraise will be used primarily to support Cascade’s marketing and customer acquisition initiatives along with strategic hires and ongoing development of the Cascade platform
- Intention to change the Company’s name to Cascade Studio AI Plc following completion of the Acquisition
- Proposed conversion of loan notes with an aggregate principal amount of £445,000 into 178,000,000 Ordinary Shares in accordance with their terms at the previously agreed conversion price of 0.25 pence per share
- Additionally, the Company will issue 15,037,593 ordinary shares to Cairn Financial Advisers and 48,270,676 ordinary shares to Fortified Securities in consideration of fees due in connection with services provided to the Company with respect to the Acquisition, the Placing and the Subscription, ensuring that the Company receives the full benefit of the cash proceeds raised by Fortified Securities pursuant to the Placing.
- 37,443,609 warrants to be granted to Fortified Securities which are exercisable at the Issue Price.
- Following completion of the Acquisition and the Placing, Subscription and CLN Conversion the Company intends to conduct a consolidation of its Existing Ordinary Shares by a ratio of 10 to 1
- The proposed transaction is subject to all Resolutions within the Circular being passed at a General Meeting on 9 October 2026
- Admission of all New Shares is expected to take place on 12 October 2026
Commenting on the proposed Acquisition, Darren Hopkins, CEO of Mollyroe, said:
“Cascade presents a compelling growth opportunity for our shareholders. Its AI-native production platform has the potential to democratise Hollywood-grade visual storytelling, enabling creators of all sizes to produce high-quality content at scale and speed. By combining advanced technology with a scalable, connected production environment, Cascade is well positioned to redefine how premium content is created and delivered.
“We are excited by the commercial progress since the platform launched in June and believe a public listing will both help to expedite Cascade’s growth and increase the brand’s profile. We look forward to updating the market on the progress of the proposed transaction.”
ENDS
For further information, please contact:
Mollyroe plc
Darren Hopkins, Chief Executive Officer
+44 (0) 7595 641 591
Cairn Financial Advisers LLP - Aquis Corporate Adviser
Mark Anwyl
Ed Downes
+44 (0) 20 7213 0880
Fortified Securities – Lead Broker
Guy Wheatley
Guy.Wheatley@Fortifiedsecurities.com
Yellow Jersey PR
Charles Goodwin
Annabelle Wills
+44 (0) 20 3004 9512
About Cascade
Cascade is an AI-native, end-to-end film production platform designed to support the creative workflow from initial concept and script development through storyboarding, asset creation, video and audio generation and final edit. The Cascade platform has been developed by a team with experience across filmmaking, visual effects, virtual production, technology and media and is intended to provide a single connected production environment, reducing reliance on multiple standalone applications and enabling greater consistency and control across a production. The Cascade platform incorporates proprietary agentic AI and asset-management technology intended to connect project data and creative assets across each stage of production.
APPENDIX I
LETTER FROM THE INDEPENDENT DIRECTOR OF MOLLYROE PLC
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Dominic Wheatley (Non-Executive Chairman Darren Hopkins (Chief Executive Officer) |
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21 Navigation Business Village Navigation Way Ashton-On-Ribble Preston Lancashire PR2 2YP |
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Simon Windsor (Chief Innovation Officer) Paul Ryan (Executive Director) Noel Lyons (Non-Executive Director)
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15 September 2026
To the Shareholders and, for information only, to the option holders and warrant holders
Proposed Acquisition of Cascade Holding Ltd
Waiver of Rule 9 of The Takeover Code
Fundraise to raise £1,930,000
CLN Conversion
10 for 1 Share Consolidation
Adoption of Share Option Plan
Change of Name
and
Notice of General Meeting
Dear Shareholder,
I am writing to explain the background to and reasons for the Proposals and the Resolutions to be voted on at the General Meeting, which will be held 11.00 a.m. on 9 October 2026 at the offices of Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW.
The Resolutions are set out in the Notice of General Meeting on pages 45 to 46 of this Document.
1 Introduction
Acquisition and Rule 9 Waiver
On 15 September 2026, the Company announced that it had entered into the SPA relating to the proposed acquisition of the entire issued share capital of Cascade by the Company in consideration for the issue of the Consideration Shares to the Cascade Vendors. Further information regarding the Acquisition is set out in paragraphs 2 to 4 below.
In connection with the Acquisition, the Cascade Vendors are receiving the Consideration Shares. In addition, certain of the Cascade Vendors (namely, Darren Hopkins, Simon Windsor, Stephen Jelley and Callum Macmillan) are also Mollyroe Shareholders who also hold CLNs which will convert into CLN Shares pursuant to the CLN Conversion. The Company has agreed with the Panel that certain of the Cascade Vendors and certain of their family members (as described in more detail in section 4.2 of Part II of this Document) are acting in concert for the purposes of the Takeover Code.
The issue of the Consideration Shares and the CLN Shares to the members of the Concert Party, and the participation of certain members of the Concert Party in the Fundraise, will result in the Concert Party being interested in Ordinary Shares representing 72.90 per cent. of the Enlarged Issued Share Capital. In addition, members of the Concert Party hold options, warrants, convertible securities and other subscription rights which, if exercised in full (and assuming no other holder of such rights exercises them) would, when taken together with the existing Ordinary Shares to be held by the Concert Party (including the Consideration Shares, CLN Shares and Ordinary Shares granted pursuant to the Fundraise), result in the Concert Party being interested in Ordinary Shares representing 74.51 per cent. of the Company's enlarged voting rights. This would ordinarily trigger an obligation on the Concert Party to make a mandatory offer under Rule 9 of the Takeover Code to acquire all of the Ordinary Shares not held by the Concert Party at a price determined in accordance with Rule 9.5 of the Takeover Code. However, the Panel has agreed to waive the obligation on the Concert Party to make a general offer that would otherwise arise as referred to above, subject to the approval of the Independent Shareholders on a poll. Accordingly, Resolution 1 is being proposed at the General Meeting and will be taken on a poll. Members of the Concert Party will not be entitled to vote on Resolution 1.
Further information on the members of the Concert Party, their existing interest in Ordinary Shares and options and further Ordinary Shares to be issued to them pursuant to the Acquisition, CLN Conversion and Fundraise is set out in Part II of this Circular.
Each of Darren Hopkins, Simon Windsor and Dominic Wheatley are Cascade Vendors and are therefore not considered to be Independent Directors. Paul Ryan has elected to take part in the Subscription and therefore is also not considered to be an Independent Director for the purpose of the Proposals. For the purposes of the Takeover Code, the Independent Director is Noel Lyons. The Independent Director is therefore seeking the approval of the Independent Shareholders at the General Meeting, pursuant to the Waiver Resolution, for approval of the Rule 9 Waiver. Further details of the Rule 9 Waiver are set out under paragraph 6 below and in Part II of this Circular.
The Independent Director, who has been so advised by Cairn, considers the terms of the Acquisition and the Rule 9 Waiver to be fair and reasonable and in the best interests of the Independent Shareholders and the Company as a whole. Shareholders’ attention is drawn to the fact that Noel Lyons will be issued with 14,000,000 CLN Shares and 14,000,000 Warrants upon completion of the Proposals in settlement of outstanding Director’s fees owed to him, further information on which is set out in section 8 of this Part I. Notwithstanding the foregoing, the Independent Director does not have any interest in the Acquisition, the Rule 9 Waiver or the Concert Party which the Independent Director believes affects his independence in providing the recommendation contained in this Circular.
For the avoidance of doubt, the Acquisition is conditional on the approval by Independent Shareholders of the Waiver Resolution at the General Meeting. Therefore, if the Waiver Resolution is not approved by Shareholders, the Acquisition will not proceed.
Fundraise
Concurrent with the Acquisition, the Company is carrying out the Fundraise, pursuant to which the Company has raised £1,930,000 (before expenses). Further information on the Fundraise is set out in paragraphs 10 and 11 below.
Consolidation
Following Admission of the New Shares, the Company intends to consolidate its Existing Ordinary Shares in order to reduce the total number of Ordinary Shares in issue. The Directors believe that the Consolidation will provide the Company with a more appropriate capital structure. Further details of the Consolidation are set out in paragraph 14 below.
Change of Name
Following Admission of the New Shares and the Consolidated Shares, the Directors intend that the Company change its name from Mollyroe Plc to Cascade Studio AI Plc in order better to reflect the business, operations and strategic direction of the Enlarged Group following the Acquisition. The proposed change of name is subject to Shareholder approval at the General Meeting. Further details are set out in paragraph 16 below.
Shareholders are strongly urged to read this Document in its entirety. The purpose of this Document is to outline the reasons for, and to explain the terms of, the Proposals and the Resolutions to be voted on at the General Meeting, and to set out the reasons why your Board believes that the Resolutions are in the best interests of the Company and its Shareholders as a whole, and seeks your approval of the Resolutions at the forthcoming General Meeting.
2 Background to and reasons for the Acquisition
Mollyroe, formerly named Secured Property Developments Plc, has been listed on Aquis for over 20 years.
In April 2024, with Secured Property Developments Plc effectively moribund, Paul Ryan, Noel Lyons and other investors, including Darren Hopkins and Simon Windsor, acquired Ordinary Shares representing 29.16 per cent. of the Company’s then issued share capital.
Subsequently, Mollyroe, led by Paul Ryan and Noel Lyons, received shareholder approval to become an investing vehicle focused on the technology sector. Messrs Ryan and Lyons thereafter spent a significant amount of time researching potential investment opportunities, in search of a company with a game-changing product, supported by an experienced and proven management team. In 2025, the Company agreed to make a material investment in a Swiss Medical Technology company meeting these criteria, but that opportunity fell through at a very late stage.
At that point, in September 2025, the Company decided to focus on the investment opportunity at Cascade, which the then Directors believed was an exciting prospect which met the Company’s investment criteria and was potentially transformational to the market in which it operates.
Accordingly, in September 2025, Mollyroe subscribed for £150,000 of convertible loan notes issued by Cascade. Since then, Mollyroe has raised a total of £930,000 in three funding rounds and has focused on Cascade as its sole investee company, providing Cascade with £725,000 in funding to date, via convertible loan notes.
In June 2026, Cascade released its open-beta of the Cascade Studio platform, providing a limited time free-trial for new users. In light of the demonstrable and ongoing progress being made at Cascade, it was agreed that Mollyroe should consolidate its investment in Cascade and provide Cascade with the stability and visibility of being part of a listed company, by acquiring the entire issued share capital of Cascade.
3 Information on Cascade
Cascade is an AI-native, end-to-end film production platform designed to support the creative workflow from initial concept and script development through storyboarding, asset creation, video and audio generation and final edit. The platform is intended to provide a single connected production environment, reducing reliance on multiple standalone applications and enabling greater consistency and control across a production.
Cascade has been developed by a team with experience across filmmaking, visual effects, virtual production, technology and media. Its founders and senior management include Simon Windsor, Junaid Baig and Darren Hopkins, with Dominic Wheatley serving as Chairman.
The Cascade platform incorporates proprietary agentic AI and asset-management technology intended to connect project data and creative assets across each stage of production. As at the date of this Document, Cascade is operating an open beta, releasing weekly product updates and onboarding early commercial partners.
Since the launch of its open beta, Cascade has continued to attract engagement from creators and larger enterprises trialling the platform. The Company is continuing to onboard enterprise clients, IP and rights holders, and production studios, with feedback received to date being positive.
Cascade has established a growing pipeline of production opportunities and is undertaking a number of ongoing trials and evaluations with commercial partners. The Company anticipates that some of these engagements may progress into enterprise client relationships in the fourth quarter of 2026.
In particular, Cascade has, since launch, signed a services agreement with a major IP rights holder which will use the Cascade platform to develop videos/films based on IP rights owned by the rights holder.
3.1 Information on funding
Prior to the Acquisition, Cascade’s development had primarily been funded by Mollyroe, alongside commitments from employees and shareholders of Cascade.
The net proceeds of the Fundraise are expected to be used primarily to support marketing, events, promotional activities and customer acquisition initiatives. In addition, the funds will be applied towards key strategic hires and the continued development and enhancement of the Cascade platform.
3.2 Go-to-market strategy
Cascade’s go-to-market strategy comprises a phased launch and customer-acquisition programme. Initial activity included an early-access campaign, social-media and influencer outreach, engagement with filmmakers and studios and preparatory public-relations activity.
The open-beta phase has been supported by the launch of the website, creator-led content, paid and organic digital marketing and activation of Cascade’s principal digital channels. The subsequent growth phase is intended to include the release of Cascade V1, a creator programme, community-building initiatives, increased studio and agency outreach, daily content marketing and participation in relevant events and festivals.
The target customer base includes filmmakers, content creators, production studios, agencies, brands, publishers and other owners of story-based intellectual property.
Since launch, Cascade has continued to grow its user base and increase engagement with the platform despite limited marketing expenditure. The Company is focused on expanding awareness of the Cascade platform through targeted marketing initiatives, industry events, strategic partnerships and customer acquisition activities, while continuing to build its pipeline of prospective enterprise customers and commercial opportunities.
3.3 Prospects
Cascade’s prospects will depend on its ability to convert early user and commercial-partner interest into recurring revenues and to establish the platform as an efficient and cost-effective alternative to conventional production workflows.
The Cascade platform is intended to reduce production time and cost by integrating the principal stages of content creation within a single environment. The Directors believe that this will lead to materially shorter production times and lower per-minute production costs than certain traditional workflows,
Potential growth opportunities include conversion of beta users into paid subscribers, adoption by studios and enterprise customers, partnerships with publishers and rights-holders and expansion of the platform’s functionality and collaborative features.
3.4 Risks
The principal risks relating to Cascade include:
- the early stage of product development and commercialisation;
- uncertainty as to customer adoption, pricing and the conversion of beta users into paying customers;
- competition from established and emerging generative-AI and creative-software providers;
- dependence on third-party cloud infrastructure, AI models, APIs and software;
- intellectual-property, copyright, data-protection and cybersecurity risks;
- rapid technological and regulatory change;
- dependence on the founders and other key personnel; and
- the potential requirement for further funding to support product development, customer acquisition and working capital.
3.5 Competition
Cascade operates in a rapidly developing market comprising generative video and image platforms, AI audio providers, editing software, creative workflow tools and specialist production applications.
The Directors believe that ElevenLabs, Higgsfield and Luma AI are relevant comparator companies to Cascade, although these businesses address different areas of the generative-media market and are not necessarily direct competitors across Cascade’s full product offering.
Cascade seeks to differentiate itself through its integrated end-to-end workflow, proprietary asset-management system, ability to maintain character and visual consistency, real-time collaboration and agentic-AI functionality.
3.6 Intellectual property
Cascade’s platform, agentic-AI systems and asset-management technology have been developed on a proprietary basis in-house. Cascade’s material intellectual property is expected to include source code, software architecture, workflow and orchestration technology, asset-management tools, user interfaces, trade marks, domain names, know-how and internally generated creative assets.
The Directors believe that the development of the Company's asset-management and production-management platform requires significant technical expertise, proprietary know-how and industry experience, which constitute significant barriers to entry within the sector.
The Company's technology and backend architecture are proprietary and not publicly accessible. Accordingly, the Directors believe that the platform would be difficult for third parties to replicate or reverse engineer. The Company has implemented security measures designed to protect its systems, intellectual property and user data, with core elements of its security infrastructure including Cloudflare and Auth0.
4 Principal terms of the Acquisition
Introduction
In order to effect the Acquisition, the Company has entered into the SPA, pursuant to which it has conditionally agreed to acquire the entire issued share capital of Cascade from the Cascade Vendors, subject to and on the terms of the SPA.
Subject to the Acquisition becoming unconditional, the Company will issue and allot the Consideration Shares to the Cascade Vendors in satisfaction of the consideration payable for the Acquisition.
Consideration
The consideration for the Acquisition is £4,679,324.89 to be satisfied by the issue of the Consideration Shares to the Cascade Vendors. The Consideration Shares will be issued at the Issue Price and, following Admission, will rank pari passu in all respects with the Existing Ordinary Shares.
Application will be made for the Consideration Shares to be admitted to trading on Aquis.
SPA
The SPA contains customary provisions for a transaction of this nature, including warranties given by the Cascade Vendors in favour of the Company relating to, amongst other things, title to the shares in Cascade, the business and operations of Cascade, taxation, compliance and other commercial matters.
The SPA also contains customary warranties from the Company in favour of the Cascade Vendors together with customary limitations on the liability of the Cascade Vendors, including financial and time limitations on claims. The aggregate liability of the Cascade Vendors under the SPA is generally capped at the value of the Consideration Shares received by them, subject to customary exceptions including fraud, wilful misconduct and wilful concealment.
The SPA also contains interim period undertakings requiring the Cascade Vendors to ensure that Cascade is operated in the ordinary course of business between signing and Completion.
Completion of the Acquisition is subject to and conditional upon, inter alia:
- the Resolutions being passed at the General Meeting;
- there having been no material adverse change affecting Cascade during the period between signing of the SPA and Completion;
- the Placing having completed and becoming unconditional in all respects (save for Admission) and not having been terminated;
- the Subscription having completed and becoming unconditional in accordance with its terms and not having been terminated;
- the Rule 9 Waiver having been obtained; and
- Admission becoming effective in accordance with the Aquis Rulebook by no later than 8.00 a.m. on the Long Stop Date.
Subject to satisfaction (or, where applicable, waiver) of the Conditions, including the passing of the Resolutions, Admission is expected to occur on 12 October 2026 and in any event no later than the Long Stop Date.
Lock-In Agreements
Pursuant to the SPA, the Cascade Vendors have entered into Lock-In Agreements in respect of the Consideration Shares and, where applicable, any other Ordinary Shares held by them and any Ordinary Shares issued to them pursuant to the conversion or exercise of any convertible securities, warrants or other rights to subscribe for Ordinary Shares prior to Completion, provided that, in the case of any Cascade Vendor who participates in the Fundraise, any Ordinary Shares subscribed for by that person pursuant to the Fundraise are excluded from the lock-in arrangements. Under the terms of the Lock-In Agreements, the Cascade Vendors will not dispose of, transfer or otherwise deal in any of their Consideration Shares during the Lock-In Period. For the 12-month period thereafter, disposals of such shares will be subject to orderly market arrangements and may only be conducted through the Company's broker in a manner designed to maintain an orderly market in the Ordinary Shares. Customary exceptions will apply, including in respect of a takeover offer for the Company, court orders and transfers on death.
Relationship Agreement
Certain members of the Concert Party, being Darren Hopkins, Simon Windsor and Junaid Baig, have entered into a relationship agreement with the Company and Cairn, its Aquis Corporate Adviser. The relationship agreement contains provisions designed to ensure that the Company is capable of carrying on its business independently of the Concert Party and in accordance with the requirements of the Aquis Rulebook.
5 The Takeover Code
The proposed issue of the Consideration Shares, the CLN Conversion by certain members of the Concert Party and the participation by certain members of the Concert Party in the Fundraise (together, the “Concert Party Issuances”) give rise to certain considerations under the Takeover Code. Brief details of the Panel, the Takeover Code and the protections they afford the Shareholders are described below.
The Takeover Code (the “Code”) applies to the Company. Under Rule 9 of the Code, any person who acquires an interest in shares which, taken together with shares in which that person or any person acting in concert with that person is interested, carry 30% or more of the voting rights of a company which is subject to the Code, is normally required to make an offer to all the remaining shareholders to acquire their shares.
Similarly, when any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30% of the voting rights of such a company but does not hold shares carrying more than 50% of the voting rights of the company, an offer will normally be required if such person or any person acting in concert with that person acquires a further interest in shares which increases the percentage of shares carrying voting rights in which that person is interested.
Further, under Rule 37.1 of the Code, when a company redeems or purchases its own shares, any resulting increase in the percentage of voting rights carried by the shares in which a person, or group of persons acting in concert, is interested will be treated as an acquisition of interests in shares carrying voting rights for the purpose of Rule 9.1.
An offer under Rule 9 must be made in cash at the highest price paid by the person required to make the offer, or any person acting in concert with such person, for any interest in shares of the company during the 12 months prior to the announcement of the offer.
The Company has agreed with the Panel that, following the Concert Party Issuances, the following persons will be acting in concert with each other in relation to the Company: Aden Hopkins, Darren Hopkins, Dominic Wheatley, Guy Wheatley, Simon Windsor, Junaid Baig, Stephen Jelley and Callum Macmillan. Further information about the members of the Concert Party is set out in paragraph 4 of Part II of this Document.
Following Completion and Admission, the members of the Concert Party will be interested in, in aggregate, 2,158,196,270 Ordinary Shares representing 72.90 per cent. of the Enlarged Issued Share Capital and voting rights of the Company. Assuming the exercise in full by the members of the Concert Party of all options, warrants, convertible securities and other subscription rights held by members of the Concert Party (and assuming that no other person exercises any options, warrants, convertible securities or other subscription rights), the members of the Concert Party would be interested in 2,344,196,270 Ordinary Shares representing 74.51 per cent. of the Company's voting rights. A table showing the respective individual interests in shares of the members of the Concert Party on Completion and following the exercise of the options, warrants, convertible securities and other subscription rights held by them is set out in section 5.2 of Part II below.
Following Completion and Admission, the members of the Concert Party will hold shares carrying more than 50% of the voting rights of the Company and (for so long as they continue to be acting in concert) no obligation to make an offer under Rule 9 will normally arise from acquisitions of interests in shares carrying voting rights by any member of the Concert Party.
The Concert Party Issuances and the exercise by the members of the Concert Party of the options, warrants, convertible securities and other subscription rights described above, would normally trigger an obligation for an offer to be made under Rule 9. However, subject to the approval of Independent Shareholders, the Panel has agreed to waive this obligation such that there will be no requirement for an offer to be made in respect of the Concert Party Issuances and the exercise by the members of the Concert Party of the options, warrants, convertible securities and other subscription rights described above.
Following Completion and Admission, the Concert Party will hold Ordinary Shares representing more than 50 per cent. of the voting rights of the Company and, accordingly, for so long as they continue to be acting in concert, the Concert Party will be able to increase its aggregate shareholding in the Company without incurring any obligation under Rule 9 to make a general offer to the Company’s other Shareholders. However, individual members of the Concert Party will not be able to increase their percentage shareholding through or between a Rule 9 threshold, without the consent of the Panel.
6 Waiver
The Acquisition will not proceed unless the Waiver Resolution is approved by the Independent Shareholders. The Board believes that it is in the best interests of the Company, and the Shareholders as a whole, that the Waiver Resolution be approved by the Independent Shareholders at the General Meeting.
In considering your voting decisions in relation to the Waiver Resolution, you should note that if the Waiver Resolution is passed, and the Acquisition proceeds, the Concert Party will have a substantial equity interest in the Company and will, inter alia, be more likely to be able to pass any Shareholder resolutions it wishes including resolutions that it may propose to appoint new Directors and change the Board. However, Darren Hopkins and Simon Windsor, who are Directors of the Company and members of the Concert Party, have agreed to be a party to the Relationship Agreement which does provide Shareholders with some protections, as referred to in section 4 above. Additional risks and uncertainties not currently known to the Company, or that the Company currently deems to be immaterial, may also have an adverse effect on the Company. However, if the Waiver Resolution is rejected, the Company will potentially lose out on an exciting opportunity to acquire Cascade.
The Waiver Resolution is subject to the approval of Independent Shareholders at the General Meeting. To comply with the Takeover Code, the Waiver Resolution will be taken on a poll and requires the approval of more than 50% of votes cast by Independent Shareholders at the General Meeting present in person or by proxy and voting at the General Meeting.
Further information in relation to the Waiver and Concert Party is set out in Part II of this Circular.
7 Related party transaction
Dominic Wheatley, Chairman of the Company, Darren Hopkins, Chief Executive Officer of the Company and Simon Windsor, Chief Innovation Officer of the Company, are also directors of and shareholders in Cascade.
The Acquisition therefore constitutes a related party transaction pursuant to Rule 4.6 of the Aquis Rulebook. The Directors of the Company, other than Dominic Wheatley, Darren Hopkins and Simon Windsor, having exercised reasonable care, skill and diligence, consider that the Acquisition is fair and reasonable insofar as the shareholders of the Company are concerned.
Paul Ryan, a Director of the Company, is subscribing for £50,000 of Subscription Shares and James Michelson, a substantial Shareholder, is subscribing, together with a family member, for an aggregate £75,000 of Subscription Shares. These subscriptions constitute a related party transaction pursuant to Rule 4.6 of the Aquis Rulebook. The Directors of the Company, other than Paul Ryan, having exercised reasonable care, skill and diligence, consider that these subscriptions are fair and reasonable insofar as the shareholders of the Company are concerned.
8 Independent Director
On 31 March 2026, Noel Lyons was issued with £35,000 of CLNs and 65,000 Ordinary Shares in settlement of outstanding Director’s fees owed to him. In accordance with the terms of the CLNs, the CLNs held by Mr Lyons will convert on Completion into 14,000,000 CLN Shares (with a value of £36,000 at the Issue Price of 0.266p per share) with 14,000,000 Warrants attached with an exercise price of 0.25p per share. Mr Lyons does not believe that this interest in the CLNs prejudices his independence for the purposes of recommending and voting on the Proposals and the Resolutions set out in this Document.
9 Board Changes
On Completion, it is proposed that Paul Ryan, who is currently an Executive Director of the Company, will become a Non-Executive Director of the Company. The Directors believe that the composition of the Board at Completion is appropriate for the Company and Cascade at their current stage of development, but the appointment of additional directors will be considered in due course alongside the Company’s expected growth.
10 Placing
The Placing has been conditionally completed with investors and all Placing Shares have been conditionally placed, subject, inter alia, to the passing of the Resolutions and Admission. It is expected that the Placing Shares will be admitted to trading on Aquis at 8.00 a.m. on 12 October 2026.
The Company announced on 15 September 2026 that, in connection with the Fundraise, it had conditionally raised approximately £1,930,000 through the Placing and Subscription. As part of the Fundraise, 624,060,142 Placing Shares have been conditionally placed with existing and new investors at the Issue Price of 0.266 pence per Placing Share.
The Issue Price represents a discount of approximately 57.44 per cent. to the market price of an Ordinary Share at the close of business on 14 September 2026, being the last practicable date prior to the announcement of the Acquisition and the Placing. The Placing Shares will represent 21.08 per cent. of the Company’s Enlarged Issued Share Capital on Admission (assuming completion of the Acquisition, the Subscription, the CLN Conversion and the issue of the Fee Shares).
The net proceeds of the Placing will be used in order to settle outstanding liabilities, and to fund the general working capital requirements, of Cascade. In addition, the proceeds are expected to be used primarily to support marketing, events, promotional activities and customer acquisition initiatives, as well as key strategic hires and the continued development and enhancement of the Cascade platform.
Fortified has agreed, pursuant to the Placing Agreement and conditional, inter alia, on the Acquisition and Admission, to act as agent and use its reasonable endeavours to procure subscribers for Placing Shares with institutional and other investors. Fortified has appointed Shard Capital Partners LLP to act as its settlement agent for the purposes of the Placing. The Placing, which is not being underwritten, is conditional, inter alia, upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms prior to Admission and Admission having occurred and applications having been received from persons in respect of all the Placing Shares on or before 21 October 2026. The Placing Shares will rank pari passu in all respects with the Existing Ordinary Shares including the right to receive all dividends and other distributions declared, paid or made after the date of issue.
Completion of the Placing is conditional upon, among other matters, the Resolutions being passed at the General Meeting and Admission becoming effective. The Placing Shares will be issued and admitted to trading on Aquis at the same time as the New Shares.
The Placing has been carried out on a non-pre-emptive basis and therefore the Independent Director has determined that any Shareholders participating in the Placing should not be considered Independent Shareholders. Accordingly, such Shareholders shall not be entitled to vote on Resolution 1.
Fee Shares
Pursuant to the terms of the Corporate Adviser Engagement Letter and the Broker Engagement Letter (details of which are summarised in Part III of this Document), the Company has agreed to issue the Cairn Shares and the Fortified Shares in satisfaction of certain fees payable to Cairn and Fortified in connection with services provided to the Company.
The Fee Shares will be issued at the Issue Price and will rank pari passu in all respects with the Existing Ordinary Shares.
In addition, the Company has agreed to issue 37,443,609 Broker Warrants to Fortified in connection with the Placing. The Broker Warrants are exercisable at the Issue Price for 3 years from Admission.
Settlement and dealings
The Placing Shares will be issued credited as fully paid and will rank pari passu with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of Ordinary Shares after Admission.
11 Subscription
The Company announced on 15 September 2026 that, in connection with the Fundraise, it had conditionally raised approximately £1,930,000 through the Placing and Subscription. As part of the Fundraise, 101,503,756 Subscription Shares have been conditionally subscribed for by certain existing and new investors at the Issue Price of 0.266 pence per Subscription Share.
The proceeds of the Subscription will be used for the same purposes as the net proceeds of the Placing.
The Subscription has not been underwritten and, pursuant to the terms of the Subscription Deeds, is conditional, inter alia, upon the Acquisition and the Placing proceeding and Admission becoming effective by no later than 8.00 a.m. on 12 October 2026 (or such later date as may be agreed by the relevant parties, but no later than the Long Stop Date).
The Subscription Shares will represent 3.43 per cent. of the Company’s Enlarged Issued Share Capital on Admission (assuming completion of the Acquisition, the Placing, the CLN Conversion and the issue of the Fee Shares).
Completion of the Subscription is conditional upon, among other matters, the Resolutions being passed at the General Meeting and Admission becoming effective. The Subscription Shares will be issued and admitted to trading on Aquis at the same time as the New Shares.
The Subscription Shares will be issued credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of Ordinary Shares after Admission.
The Subscription has been carried out on a non-pre-emptive basis and therefore the Independent Director has determined that any Shareholders participating in the Subscription should not be considered Independent Shareholders. Accordingly, such Shareholders shall not be entitled to vote on Resolution 1.
12 CLN Conversion
As at the date of this Circular, CLNs with an aggregate principal amount of £445,000 remain outstanding. The CLNs were issued pursuant to the Company's fundraising undertaken in March 2026 and are convertible into Ordinary Shares at a conversion price of 0.25 pence per Ordinary Share.
Under the terms of the CLNs, conversion will occur upon the earlier of (i) the obtaining of the requisite shareholder approvals required to permit such conversion without breaching the Takeover Code and (ii) completion of a qualifying acquisition by the Company. The Acquisition constitutes a qualifying acquisition for the purposes of the CLNs and, accordingly, the CLNs are expected to convert automatically on Completion into 178,000,000 Ordinary Shares in accordance with their terms, prior to the Consolidation becoming effective.
13 Application to Aquis
Application will be made for the New Shares to be admitted to trading on Aquis. It is expected that Admission will become effective and that dealings in the New Shares will commence on 12 October 2026, subject, inter alia, to the passing of the Resolutions at the General Meeting.
The New Shares will, on Admission, rank pari passu in all respects with the Ordinary Shares and will rank in full for all dividends and other distributions hereafter declared, paid or made on the ordinary share capital of the Company.
14 Consolidation
Following completion of the Acquisition, the Placing, the Subscription and the CLN Conversion, the Company intends to conduct a consolidation of its Existing Ordinary Shares in order to reduce the total number of Ordinary Shares in issue and to provide the Company with a more appropriate capital structure.
The Consolidation requires the approval of Shareholders at the General Meeting and will only become effective upon the passing of Resolution 3.
Ratio for and Summary of the Consolidation
Each 10 Existing Ordinary Shares held by a Shareholder at the Consolidation Record Date will be consolidated into 1 Consolidated Share.
It is proposed that the Company's entire issued ordinary share capital will be consolidated as part of the Consolidation, meaning that while the number of Ordinary Shares in issue will change, the proportion of the Company's issued ordinary share capital held by each Shareholder immediately before and immediately after the Consolidation will remain unchanged (subject to the treatment of Fractional Entitlements described below).
As a consequence of the Consolidation:
- the nominal value of each Ordinary Share will increase by a factor of 10 to 0.1p;
- the number of Ordinary Shares held by each Shareholder will reduce by a factor of 10;
- the market price of each Ordinary Share should increase by approximately a factor of 10 (although the market price of the Ordinary Shares will continue to fluctuate);
- the aggregate market value of each Shareholder's holding should remain broadly unchanged immediately following the Consolidation (although the value of an investment in Ordinary Shares will continue to fluctuate);
- each Shareholder's percentage interest in the issued share capital of the Company will remain unchanged (other than as a result of the treatment of Fractional Entitlements); and
- the number of Ordinary Shares subject to the Warrants and the applicable exercise prices will be adjusted following the Consolidation in accordance with the terms of the relevant warrant instruments.
Assuming that (i) the Consolidation is approved by Shareholders, (ii) the New Shares are issued, (iii) the Consolidation becomes effective and (iv) no further Ordinary Shares are issued prior to the Consolidation becoming effective, the Company will have 296,029,234 Consolidated Shares in issue immediately following the Consolidation.
Rights Attaching to the Consolidated Shares
The Consolidated Shares will rank pari passu in all respects with one another and will carry the same rights as the Existing Ordinary Shares, including rights in respect of voting, dividends and returns of capital, save for the change in nominal value resulting from the Consolidation.
Admission of the Consolidated Shares
Dealings and Settlement
Application will be made for the Consolidated Shares arising from the Consolidation to be admitted to trading on Aquis with dealings expected to commence at 8.00 a.m. on 14 October 2026.
Following the Consolidation, new share certificates in respect of the Consolidated Shares will be despatched, at the risk of Shareholders, to those Shareholders who immediately prior to the implementation of the Consolidation hold their Existing Ordinary Shares in certificated form.
Such certificates will replace existing certificates, which should thereafter be destroyed. Pending the issue of the new share certificates, transfers of Consolidated Shares held in certificated form will be certified against the relevant register.
Shareholders who immediately prior to implementation of the Consolidation hold their Existing Ordinary Shares in uncertificated form through CREST will have their CREST accounts credited with their new holdings of Consolidated Shares.
Fractional Entitlements
The Consolidation may give rise to entitlements to fractions of Consolidated Shares where a Shareholder's holding of Existing Ordinary Shares is not exactly divisible by 10.
No fractions of Consolidated Shares will be issued. Fractional Entitlements arising on the Consolidation will be dealt with in accordance with the Articles.
Pursuant to Article 90, the Directors may aggregate Fractional Entitlements and sell the Consolidated Shares representing such fractions for the best price reasonably obtainable and distribute the net proceeds of sale in due proportion among the persons entitled thereto.
If a Shareholder holds fewer than 10 Existing Ordinary Shares at the Consolidation Record Date, that Shareholder will not receive a Consolidated Share and will instead be entitled only to participate in the distribution of any net proceeds arising from the sale of the relevant Fractional Entitlement in accordance with the Articles.
Shareholders are advised that the Consolidation may have different consequences depending on their individual circumstances and are recommended to seek their own independent professional advice, including tax advice.
15 Share Option Plan
The Company proposes to adopt the Share Option Plan to assist in the recruitment, retention and incentivisation of directors, employees and consultants of the Company and its subsidiaries. Eligible participants may be granted options over Ordinary Shares at the discretion of the Board, subject to the approval of the Company's remuneration committee. The aggregate number of Ordinary Shares issued or issuable under the Share Option Plan may not exceed 20 per cent. of the Enlarged Issued Share Capital immediately following Completion and Admission without shareholder approval.
16 Change of Name
As part of the Acquisition and to better reflect the Enlarged Group's business and strategic focus, the Directors propose that, following Completion, the Company change its name from Mollyroe Plc to Cascade Studio AI Plc.
The change of name is intended to align the Company's corporate identity with its principal operating business following Completion and to provide greater clarity to shareholders, customers, commercial partners and the wider market.
Subject to Completion and the registration of the change of name by Companies House, the Company's name will be changed to Cascade Studio AI Plc. The Company also intends to change its Aquis ticker symbol from MOY to CASC, details of which will be announced separately in due course.
The change of name and ticker will not affect shareholders' rights or the rights attaching to the Ordinary Shares.
Following the change of name becoming effective, the Company's website will be changed from www.mollyroeplc.com to www.cascade.ai. For a transitional period, users accessing the existing website address will be redirected to the new website. A further announcement confirming the effective date of the website change will be made in due course.
No new share certificates will be issued as a result of the change of name. Existing share certificates in the name of Mollyroe Plc will remain valid and continue to be valid evidence of title to the Ordinary Shares after the change of name becomes effective. Accordingly, shareholders should retain their existing share certificates and should not destroy or return them. Any new share certificates issued after the change of name becomes effective will bear the Company's new name.
17 General Meeting
At the end of this Circular, you will find a notice convening the General Meeting, which is to be held at 11.00 a.m. on 9 October 2026 at Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW. The Resolutions to be proposed at the General Meeting are as follows:
Resolution 1 – Approval of the Rule 9 Waiver
This is an ordinary resolution to approve the Rule 9 Waiver granted by the Takeover Panel and any obligation which might otherwise arise under Rule 9 for the members of the Concert Party (both individually and collectively) to make a general offer for the entire share capital of the Company as a result of the issue to them of the Concert Party Issuances.
Note: In order to comply with the Takeover Code, Resolution 1 will be taken on a poll of Independent Shareholders. Members of the Concert Party will not be entitled to vote on Resolution 1.
Resolution 2 – Approval of the Acquisition
This is an ordinary resolution that the proposed Acquisition in its proposed entirety be completed by the Company and is hereby approved by Shareholders for all purposes (including to any extent required pursuant to the CA 2006).
Resolution 3 – Consolidation
This is an ordinary resolution to approve the Consolidation pursuant to which every 10 Existing Ordinary Shares will be consolidated into 1 new Consolidated Share. The Directors believe that the Consolidation will provide the Company with a more appropriate capital structure following Completion. Further details of the Consolidation are set out in paragraph 14 of Part I.
Resolution 4 – Approval and adoption of the Share Option Plan
This is an ordinary resolution to approve and adopt the Company's Share Option Plan. The Share Option Plan is intended to assist in the recruitment, retention and incentivisation of directors, employees and consultants of the Company and its subsidiaries. Further details of the Share Option Plan are set out in paragraph 15 of this Part I.
Resolution 5 – Section 551 authority
This is an ordinary resolution authorising the Directors to allot and issue Ordinary Shares and grant rights to subscribe for, or convert securities into, Ordinary Shares in respect of the Proposals, up to an aggregate nominal value of £374,251.89. The authority will expire at the conclusion of the next annual general meeting or 31 December 2027, whichever is the earlier to occur.
Resolution 6 – Change of Name
This is a special resolution seeking Shareholder approval to change the name of the Company from Mollyroe Plc to Cascade Studio AI Plc.
Resolution 7 – Section 570 disapplication of statutory pre-emption rights
This is a special resolution authorising the Directors, pursuant to section 570 CA 2006, to allot equity securities for cash without first offering them to existing Shareholders in proportion to their existing holdings. The authority is being sought principally to permit the allotment of the Placing Shares pursuant to the Placing, the Subscription Shares pursuant to the Subscription, and the allotment of shares pursuant to the Share Option Plan.
18 Irrevocable undertakings
18.1 The Independent Director, who is also a Shareholder, as well as Firefly Holdings Limited, have each given to the Company an irrevocable undertaking to vote in favour of the Resolutions at the General Meeting in respect of their own beneficial holdings amounting to in aggregate 68,872,540 Ordinary Shares, representing 30.70 per cent. of the Existing Ordinary Shares which are held in the following proportions:
|
Shareholder |
Number of Ordinary Shares held as at the date of this Circular |
Percentage shareholding as at the date of this Circular |
|
Noel Lyons |
28,872,540 |
12.87% |
|
Firefly Holdings Limited |
40,000,000 |
17.83% |
|
Total |
68,872,540 |
30.70% |
18.2 The irrevocable undertakings include undertakings, amongst others, to, before the undertaking lapses, (a) not deal in the relevant Ordinary Shares or any interest in all or any of them or permit any dealing, nor enter into any agreement or arrangement (whether conditional or not) to deal, (b) nor accept (or permit to be accepted) any offer in respect of all or any of such Ordinary Shares; (c) vote, or procure to vote, in favour of the Resolutions at the General Meeting; and vote, or procure to vote, in respect of the entirety of the Shareholder’s Ordinary Shares in favour of any resolution calling for a poll on the Resolutions at the General Meeting.
19 Action to be taken
If you are in doubt about the Resolutions, you should consult an independent financial adviser authorised under the FSMA.
Shareholders will find enclosed a Form of Proxy for use in connection with the General Meeting. Whether or not you intend to be present at the General Meeting, you are asked to complete the Form of Proxy in accordance with the instructions printed thereon and return it to the Company’s Registrars, Neville Registrars Limited of Neville House, Steelpark Road, Halesowen, B62 8HD (by post or by hand) as soon as possible and, in any event, no later than 11.00 a.m. on 7 October 2026 , being 48 hours (not counting any part of a day that is not a Business Day) before the time appointed for the holding of the General Meeting.
Please refer to the section headed “Notes to the notice of meeting” in the Notice of General Meeting at the end of this Document for details on how to appoint a proxy by CREST.
20 Recommendation
The Directors consider the Proposals and the Resolutions 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 each of the Resolutions as they intend to do so in respect of their own beneficial shareholdings amounting in aggregate to 80,617,630 Ordinary Shares, representing 35.95 per cent of the Existing Issued Share Capital, save that any Director who is not entitled to vote on Resolution 1 will not vote on that Resolution.
In respect of Resolution 1, the Independent Director, who has been so advised by Cairn, considers that the Proposals and the Resolutions are fair and reasonable and in the best interests of the Company and its Shareholders as a whole. In providing its advice, Cairn has taken into account the Independent Director's assessment of the commercial merits of the Proposals. Accordingly, the Independent Director unanimously recommends that Shareholders vote in favour of Resolution 1 as he intends to do so in respect of his own beneficial shareholding amounting in aggregate to 28,872,540 Ordinary Shares, representing 12.87 per cent of the Existing Issued Share Capital.
Yours faithfully,
Noel Lyons
Independent Director of Mollyroe Plc
APPENDIX II
DEFINITIONS
The following words and expressions apply throughout this announcement unless the context requires otherwise:
|
“Admission” |
admission of the New Shares to trading on the Access segment of the Aquis Growth Market becoming effective in accordance with the Aquis Rulebook; |
|
“Aquis” |
Aquis Stock Exchange Limited; |
|
“Aquis Growth Market” |
the primary market for unlisted securities operated by Aquis; |
|
“Aquis Rulebook” |
the Aquis Growth Market Rulebook for the Access segment published by Aquis from time to time; |
|
“Acquisition” |
the acquisition of the entire issued share capital of Cascade from the Cascade Vendors to be satisfied by the issue of the Consideration Shares; |
|
“Articles” |
the articles of association of the Company as in force from time to time; |
|
“Board” or “Directors” |
the directors of the Company; |
|
“Broker Warrants” |
the 37,443,609 warrants to subscribe for Ordinary Shares granted to Fortified in connection with the Placing; |
|
“CA 2006” |
the Companies Act 2006; |
|
“Cairn” or “Corporate Adviser” |
Cairn Financial Advisers LLP; |
|
“Cairn Shares” |
the 15,037,593 Ordinary Shares (on a pre-Consolidation basis) to be issued to Cairn in satisfaction of fees payable by the Company to Cairn in connection with its services provided to the Company as Corporate Adviser; |
|
“Cascade” |
Cascade Holding Ltd, incorporated and registered in the United Arab Emirates registered number 13908 whose registered office is at Level 3, Innovation One, Dubai International Financial Centre, Dubai, UAE; |
|
“Cascade Vendors” |
the shareholders of Cascade, being Darren Hopkins, Simon Windsor, Junaid Baig, Stephen Jelley, Callum Macmillan, Dominic Wheatley and Jeff Burton; |
|
“Circular” or “Document” |
the circular posted to Shareholders on 15 September 2026, including the Notice of General Meeting and any appendices thereto; |
|
“CLNs” |
the convertible loan notes issued by the Company and described in paragraph 4.8 of Part III of the Circular; |
|
“CLN Conversion” |
the conversion of the CLNs into the CLN Shares in accordance with the terms of the CLNs; |
|
“CLN Shares” |
178,000,000 Ordinary Shares (on a pre-Consolidation basis) to be issued pursuant to the CLN Conversion; |
|
“Company” or “Mollyroe” |
Mollyroe Plc, incorporated and registered in England and Wales with company number 02055395 whose registered office is at 21 Navigation Business Village, Navigation Way, Ashton-On-Ribble, Preston, Lancashire, United Kingdom, PR2 2YP; |
|
“Completion” |
completion of the Acquisition following satisfaction of the Conditions; |
|
“Concert Party” |
together, Aden Hopkins, Darren Hopkins, Dominic Wheatley, Guy Wheatley, Simon Windsor, Junaid Baig, Stephen Jelley and Callum Macmillan; |
|
“Conditions” |
the conditions to Completion as described in paragraph 4 of Part I of the Circular; |
|
“Consideration Shares” |
1,759,144,693 Ordinary Shares (on a pre-Consolidation basis) which are to be issued to the Cascade Vendors on Completion; |
|
“Consolidated Share” |
an Ordinary Share of 0.1p in the capital of the Company; |
|
“Consolidation” |
means the consolidation of the Company’s Ordinary Shares on a 10 for 1 basis subject to the passing of Resolution 3 at the General Meeting; |
|
“Consolidation Effective Date” |
13 October 2026; |
|
“Consolidation Record Date” |
6.00 p.m. on 13 October 2026; |
|
“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; |
|
“CREST Proxy Instruction” |
the appropriate CREST message required for a valid CREST instruction, containing the information required as described in the CREST Manual (available via www.euroclear.com/CREST); |
|
“CREST Regulations” |
the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time; |
|
“Enlarged Group” |
means the Company and Cascade following Completion; |
|
“Enlarged Issued Share Capital” |
the issued ordinary share capital of the Company as enlarged by the New Shares; |
|
“Existing Ordinary Share” |
means each Ordinary Share in issue as at the date of this announcement, and, taken together, the “Existing Ordinary Shares”; |
|
“Fee Shares” |
together, the Cairn Shares and the Fortified Shares; |
|
“Form of Proxy” |
the form of proxy for use by Shareholders in connection with the General Meeting; |
|
“Fortified” or “Broker” |
Riverfort Global Capital Ltd trading as Fortified Securities; |
|
“Fortified Shares” |
the 58,270,676 Ordinary Shares (on a pre-Consolidation basis) to be issued to Fortified in satisfaction of fees payable by the Company to Fortified in connection with its services provided to the Company as Broker; |
|
“Fundraise” |
the Placing and the Subscription; |
|
“General Meeting” |
the general meeting of the Company which is to be held at 11.00 a.m. on 9 October 2026 at the offices of Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW, notice of which is set out at the end of the Circular; |
|
“Independent Director” |
means Noel Lyons; |
|
“Independent Shareholders” |
the Shareholders who are entitled to vote on the Waiver Resolution, being Shareholders other than the members of the Concert Party and Shareholders participating in the Fundraise; |
|
“Issue Price” |
0.266p per Ordinary Share; |
|
“Lock-In Agreements” |
the lock-in agreements to be entered into by the Cascade Vendors as more particularly described at paragraph 4 of Part I; |
|
“Lock-In Period” |
the period of 12 months from Admission; |
|
“London Stock Exchange” |
London Stock Exchange Plc; |
|
“Long Stop Date” |
21 October 2026 or such later date as may be agreed in writing by the Company and Cascade’s representative and/or the Company’s advisers (as applicable); |
|
“New Shares” |
together the Consideration Shares, the Placing Shares, the Subscription Shares, the CLN Shares and the Fee Shares; |
|
“Notice of General Meeting” |
the notice of the General Meeting, which begins on page 45 of the Circular; |
|
“Ordinary Share” or “Ordinary Shares” |
means, as applicable:
|
|
“Panel” |
The Panel on Takeovers and Mergers; |
|
“Placing Shares” |
624,060,142 Ordinary Shares which are to be issued to investors pursuant to the Placing; |
|
“Placing” |
the placing of Placing Shares to investors undertaken by the Broker on behalf of the Company concurrently with the Acquisition, as announced on 15 September 2026; |
|
“Proposals” |
the Acquisition (including the Rule 9 Waiver), the Fundraise, the CLN Conversion, the adoption of the Share Option Plan, the Consolidation, and the Change of Name; |
|
“Resolutions” |
the resolutions to be proposed at the General Meeting as set out in the Notice of General Meeting; |
|
“Rule 9” |
Rule 9 of the Code; |
|
“Rule 9 Waiver”
|
the waiver which has been granted by the Panel pursuant to Rule 9, conditional upon the approval by the Independent Shareholders of the Waiver Resolution, of the obligation to make a mandatory offer for the entire issued and to be issued share capital of the Company not already held by the Concert Party which might otherwise arise, as a result of the issue of the Consideration Shares and the CLN Shares to the Concert Party; |
|
“Shareholder(s)” |
holder(s) of Ordinary Shares; |
|
“Share Option Plan” |
the discretionary share option plan of the Company for eligible directors, employees and consultants; |
|
“SPA” |
the share purchase agreement entered into between the Company, Cascade and the Cascade Vendors in relation to the Acquisition;
|
|
“Subscribers” |
person(s) to whom Subscription Shares are allotted, pursuant to the terms and conditions of the Subscription Deeds; |
|
“Subscription” |
the subscription for the Subscription Shares at the Issue Price on the terms and conditions of the Subscription Deeds; |
|
“Subscription Deeds” |
the deeds issued by the Company to Subscribers participating in the Subscription; |
|
“Subscription Shares” |
the 101,503,756 Ordinary Shares to be issued and allotted to the Subscribers by the Company pursuant to the Subscription (which shares do not comprise part of the Placing); |
|
“Takeover Code” or “Code” |
The City Code on Takeovers and Mergers; |
|
“UK” or “United Kingdom” |
the United Kingdom of Great Britain and Northern Ireland; |
|
“uncertificated” |
recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations may be transferred by means of CREST; |
|
“Waiver Resolution” |
Resolution 1 in the Notice of General Meeting, which relates to the Rule 9 Waiver; |
|
“Warrants” |
the warrants to subscribe for Ordinary Shares granted by the Company and described in paragraph 4.11 of Part III of the Circular; and |
|
“£” |
pounds sterling, the lawful currency of the UK. |
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