Conversion of CLN Shares
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
11 August 2026
ACCELER8 VENTURES PLC
Conversion of CLN Shares
Conversion of CLN Shares
Further to the announcements on 29 August 2025 and 20 April 2026 regarding the respective convertible loan note fundraises, Acceler8 Ventures Plc (LSE: AC8, "AC8" or the "Company") confirms that the Company has allotted 4,469,225 ordinary shares of £0.01 each ("Ordinary Shares") pursuant to the issue of Ordinary Shares on conversion of the 2025 CLNs and the 2026 CLNs (the "CLN Shares"). The allotment comprises 1,460,361 Ordinary Shares issued on conversion of the 2025 CLNs and 3,008,864 Ordinary Shares issued on conversion of the 2026 CLNs.
Application has been made to the London Stock Exchange for the CLN Shares to be admitted to trading on the Main Market. It is expected that admission will become effective and that dealings in the CLN Shares will commence at 8.00 a.m. on 12 August 2026.
Rule 2.9 Announcement
In accordance with Rule 2.9 of the City Code on Takeovers and Mergers, the Company confirms that as at the date and time of this announcement, and following the conversion of the CLN Shares, the Company's issued share capital consisted of 7,500,037 Ordinary Shares, each carrying one vote per share. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of voting rights in the Company is 7,500,037.
Total Voting Rights
The above figure of 7,500,037 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
The International Securities Identification Number for the Company's Ordinary Shares is JE00BNG2DL20.
The Legal Entity Identifier for the Company is 2138004B1HKZP1OR2C72. Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the scheme document published on 9 July 2026 and prospectus published on 15 July 2026 (the "Prospectus").
Enquiries:
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Acceler8 Ventures Plc |
David Williams |
C/o Tessera Investment Management Limited |
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Tessera Investment Management Limited (Financial Adviser to AC8) |
Tony Morris
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Tel: 07742 189145 |
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Joh. Berenberg, Gossler & Co. KG, London Branch (Sponsor, Rule 3 Adviser and Financial Adviser to AC8) |
Matthew Armitt Miles Cox Mark Whitmore Alex Wright |
Tel: 020 3207 7800 |
Important Notices
Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is authorised and regulated by the German Federal Financial Supervisory Authority (BaFin) and subject to limited regulation by the FCA in the UK, is acting exclusively as Rule 3 adviser, sponsor and financial adviser to AC8 and no one else in connection with the Acquisition and other matters described in this announcement and will not be responsible to anyone other than AC8 for providing the protections afforded to clients of Berenberg or for providing advice in connection with the Acquisition or any other matter referred to herein. Neither Berenberg nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Berenberg in connection with this announcement, any statement contained herein or otherwise.
Tessera Investment Management Limited ("Tessera"), is acting exclusively as financial adviser to AC8 and no one else in connection with the Acquisition and other matters described in this announcement and will not be responsible to anyone other than AC8 for providing the protections afforded to clients of Tessera or for providing advice in connection with the Acquisition or any other matter referred to herein. Neither Tessera nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Tessera in connection with this announcement, any statement contained herein or otherwise.
Important Information
This announcement is for information purposes only and is not intended to, and does not, constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.
This announcement does not constitute a prospectus, prospectus equivalent document or exempted document. Investors should not make any investment decision in relation to the CLN Shares except on the basis of the information in the Prospectus.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own financial advice immediately from an appropriately authorised stockbroker, bank manager, solicitor, accountant or other independent financial adviser, who is duly authorised under the Financial Services and Markets Act 2000 (as amended), the Financial Services (Jersey) Law 1998 or, if not, from another appropriately authorised independent financial adviser.
Overseas Jurisdictions
The release, publication or distribution of this announcement (in whole or in part) in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions and applicable requirements. Any failure to comply with such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared in accordance with and for the purpose of complying with English law, the Takeover Code and the Market Abuse Regulation and the information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
The availability of the CLN Shares to AC8 Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders are contained in the Scheme Document.
Unless otherwise determined by AC8 or required by the Takeover Code, and permitted by applicable law and regulation, the CLN Shares will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Copies of this announcement and any formal documentation relating to the issue of the CLN Shares are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.
Additional information for US investors
The CLN Shares have not been, and will not be, registered with the United States Securities and Exchange Commission under the US Securities Act of 1933 (as amended) or under the securities laws of any state or other Restricted Jurisdiction. Accordingly, the CLN Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into or from the United States, or any other Restricted Jurisdiction, except pursuant to exemptions from the applicable requirements of any such jurisdiction.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, AC8 shareholders and persons with information rights may request a hard copy of this announcement by contacting MUFG Corporate Markets at shareholderenquiries@cm.mpms.mufg.com or by calling them on 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that MUFG Corporate Markets cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on websites
A copy of this announcement is or will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on AC8's website at https://acceler8.ventures/ by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, the contents of the website referred to in this announcement, or of any websites accessible from hyperlinks on such website, are not incorporated into and do not form part of this announcement.
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