Acquisition, Share Consolidation, General Meeting
For immediate release
13 November 2026
Gfinity PLC
("Gfinity" or the "Company")
Acquisition of 0M Technology Solutions Ltd
Proposed Share Consolidation and change of name to CIQ plc
Notice of General Meeting
1. Introduction
The Board of Gfinity plc (AIM: GFIN) is pleased to announce that further to the announcement on 23 September 2026, the Company has today conditionally agreed to acquire 0M Technology Solutions Ltd (trading as Connected IQ) and associated intellectual property for the agreed consideration of £2 million.
Connected IQ is an AI-powered platform that uses machine learning and artificial intelligence to help agencies and brands optimise advertising campaigns and scale media.
The acquisition of 0M Technology (“Acquisition”) is conditional, inter alia, on approval by Shareholders at a General Meeting of the Company. On completion of the Acquisition, the Company proposes to change its name to CIQ plc.
The Board also believes that a consolidation of the number of Existing Ordinary Shares which are in issue is now appropriate. The number of Existing Ordinary Shares currently in issue is considerably higher than many comparable AIM traded companies, and the shares’ trade price is a fraction of a penny. The Board anticipates that a higher price per New Ordinary Share should in due course improve the potential marketability of the Company’s shares to institutional investors and as consideration to potential vendors of businesses.
Accordingly, the Board is also proposing a Share Consolidation pursuant to which every 500 Existing Ordinary Shares of 0.01p each will be consolidated into one (1) New Ordinary Share of 5p each (the “Share Consolidation”). The Share Consolidation is also conditional on the approval of Shareholders at the General Meeting.
The Circular setting out further details of the Acquisition, proposed Share Consolidation and Notice of the General Meeting is expected to be published later today and, once published, will be available on the Company’s website at www.gfinityplc.com.
The following is an extract from the Chairman's letter to be set out in substantially the same form in the Circular.
2. Acquisition of 0M Technology
As announced on 5 February 2025, the Company had signed an exclusive licence agreement with 0M Technology to commercialise 0M Technology's advanced artificial intelligence technology, trading as Connected IQ, which is specifically targeted at the connected video market. In addition, Gfinity was granted the Option, pursuant to which Gfinity had the option to acquire the entire issued share capital of 0M Technology, and its associated intellectual property, after the first anniversary of the date of execution of the licence for a consideration of £2 million.
The Board of Gfinity recently announced that it intended to exercise as soon as possible the Option conditional on, among other things, satisfactory completion of confirmatory regulatory and financial due diligence by the Company and agreement of final terms with the shareholders of 0M Technology. The Company has now completed its due diligence and has today entered into the Acquisition Agreement, further details of which are set out below.
3. Connected IQ
Connected IQ is an AI-powered platform that uses machine learning and artificial intelligence to help agencies and brands optimise advertising campaigns and scale media.
CIQ provides an AI-driven contextual advertising technology specifically targeted at the connected television (“CTV”) market. CIQ can analyse large amounts of video data, at a cost significantly below its competitors, and deliver targeted advertising for agencies, brands and advertising platforms allowing for far more effective campaign outcomes. The CTV market is the fastest growing media market, and has rapidly replaced the old media markets, using the internet to deliver an enormous amount of content to users.
Recent product development has included the integration of AI agentic software designed to automate parts of the media planning process for advertising agencies, improvements to the platform's emotion detection capabilities to better analyse the underlying emotional themes of video content, and the development of a self-serve interface allowing US companies to access CIQ's contextual services directly. These enhancements broaden the addressable market for CIQ and support the Group's strategy of commercialising the technology across multiple client channels.
0M Technology was established on 20 September 2023. 0M Technology’s total unaudited assets as at 31 December 2024 amounted to £26,874 and total unaudited assets as at 31 December 2025 amounted to £6,216.
0M Technology’s unaudited turnover and loss before tax in the year ended 31 December 2024 amounted to £nil and £524,489 respectively. 0M Technology’s unaudited turnover and loss before tax in the year ended 31 December 2025 amounted to £nil and £53,672 respectively. 2026 has witnessed growing interest in the Connected IQ platform and 0M Technology has onboarded a number of new clients to date.
4. Strategy and change of name to CIQ plc
The Company has, over recent years, taken deliberate steps to broaden its business beyond its founding esports business and into a technology-led business, embracing the latest advances in Artificial Intelligence. That strategic direction has been supported by shareholders, and the Board believes the proposed acquisition of 0M Technology, trading as Connected IQ, represents a logical next step in that development and has the potential to accelerate the Group's path towards recurring, scalable revenue.
The Board considers that the Company's current name no longer reflects the business it has become, nor the ambition it holds for the future, and the proposed change of name to CIQ plc is intended to give a clearer expression to the Group's identity as a technology-forward, AI-enabled business.
Following approval by Shareholders of the change of name, it is expected that the Company's New Ordinary Shares will commence trading on AIM under the new name and under the new TIDM/ticker “CIQ” with effect from 2 December 2026. Existing share certificates will remain valid documents of title and Shareholders will not, as a result of the name change alone, be required to exchange their certificates.
5. Acquisition Agreement
The Company and the Sellers have today entered into the Acquisition Agreement pursuant to which the Company has conditionally exercised the Option on amended terms to acquire the entire issued share capital of 0M Technology and its associated intellectual property.
The total consideration to be paid for the 0M Technology Shares pursuant to the Acquisition Agreement is £2 million, being the agreed consideration of £2 million under the Option less the outstanding balance of the 0M Technology Loan of £545,867 which has been provided by Robert Keith to 0M Technology.
The Company and the Sellers have agreed to settle the consideration of £1,454,133 due for the 0M Technology Shares through the issue of New Ordinary shares and Convertible Notes as follows:
- £680,000 through the issue and allotment of 3,400,000 New Ordinary Shares, credited as fully paid to Robert Keith. For the purposes of the Acquisition Agreement the Company has agreed to issue the New Ordinary Shares at 20p per New Ordinary Share on completion of the Share Consolidation (equivalent to the last issue price by the Company in September 2026 of 0.04p per Existing Ordinary Share);
- £592,366.37 through the issue of Series A Notes to Robert Keith; and
- £181,766.63 through the issue of Series B Notes to Andrew Mole.
The Series A Notes and Series B Notes are both non-interest bearing unsecured obligations of the Company, and unless otherwise converted into New Ordinary Shares, redeemable 24 months from completion of the Acquisition Agreement.
The Series A Notes are convertible at Robert Keith’s election into a maximum of 2,961,831 New Ordinary Shares at an issue price of 20p per New Ordinary Share following completion of the Share Consolidation (equivalent to 0.04p per Existing Ordinary Share).
The Series B Notes are convertible at Andrew Mole’s election into a maximum of 605,888 New Ordinary Shares at an issue price of 30p per New Ordinary Share following completion of the Share Consolidation (equivalent to 0.06p per Existing Ordinary Share).
Conditional on Completion of the Acquisition, the Company has also today agreed to extend the maturity date of the outstanding £120,000 Existing Loan Notes, issued to Charles Street International Limited in September 2024, from 25 September 2027 to 24 months from completion of the Acquisition Agreement to align the maturity date with the Series A and Series B Notes maturity date.
The Acquisition Agreement contains standard warranties and indemnities by the Sellers in favour of the Company and is conditional, inter alia, on the approval by Shareholders of Resolutions 1, 2 and 5.
Pursuant to the 0M Technology Loan Amendment Deed, Robert Keith, 0M Technology and the Company have agreed to vary the terms of the outstanding 0M Technology Loan which will, on completion, remain an unsecured obligation of 0M Technology and will bear no interest. The 0M Technology Loan is repayable 12 months following completion of the Acquisition (“Repayment Date”). At Gfinity’s sole discretion, the 0M Technology Loan can be repaid in either (i) cash; (ii) New Ordinary Shares of Gfinity; or (iii) new Series A Loan Notes in one amount within 30 days after the Repayment Date. 0M Technology may prepay all or part of the 0M Technology Loan at any time without premium or penalty.
6. Related Party Transaction
Robert Keith has an 87.5 per cent. indirect beneficial interest in the share capital of 0M Technology and has provided the 0M Technology Loan. Robert Keith is currently interested in 1,096,919,692 Existing Ordinary Shares held by him directly and indirectly, and which represent approximately 13.0% of the Company's issued share capital. As Robert Keith is interested in more than 10% of the Company’s issued share capital, the exercise of the Option, execution of the Acquisition Agreement and the 0M Technology Loan Amendment Deed and the extension of the maturity date of the Existing Loan Notes (together, “Transaction”) is a related party transaction pursuant to Rule 13 of the AIM Rules for Companies.
The Directors, having consulted with the Company’s nominated adviser Beaumont Cornish, consider the terms of the Transaction are fair and reasonable insofar as the Shareholders are concerned.
In particular, the Directors believe that the acquisition of 0M Technology is a positive and value-accretive transaction for the Group and are confident that Connected IQ's full integration into the Group will benefit Shareholders and provide the Group with a platform for future development and growth.
7. The Takeover Code
The Takeover Code applies to the Company. Under Rule 9 of the Takeover 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.
The Sellers, as vendors of 0M Technology, and their immediate families, related trusts and persons connected with them, have been treated as acting in concert with each other and accordingly form a Concert Party as defined in the Takeover Code. The Sellers on completion of the Acquisition, and before the conversion of any of the Convertible Notes, will be interested in 5,593,839 New Ordinary Shares representing 27.593% of the total voting rights of the Company.
The Sellers have agreed that no Convertible Notes may be converted, and Gfinity shall not issue any Conversion Shares, to the extent that the issue would cause the Sellers being interested in aggregate in shares carrying more than 29.9% of the voting rights of the Company. If both Sellers wish to convert any Convertible Notes and the headroom under 29.9% is not enough for both to convert in full, their conversion shall be reduced pro rata between them in proportion to the principal amounts of their Convertible Notes then outstanding.
The Sellers have further agreed that until the later of 24 months after Completion and the date on which all the Convertible Notes have been converted or redeemed, neither Seller shall, and each shall procure that no person acting in concert with him shall, acquire any interest in shares in the Company if, as a result, the Sellers and those acting in concert with them would become interested in aggregate in shares carrying more than 29.9% of the voting rights of the Company.
8. Share Consolidation
The Consolidation of the Company's Shares
The Board believes that a consolidation of the number of Existing Ordinary Shares which are in issue is now appropriate. The number of Existing Ordinary Shares currently in issue is considerably higher than many comparable AIM traded companies, and the shares’ trade price is a fraction of a penny. The Board anticipates that a higher price per New Ordinary Share should in due course improve the potential marketability of the Company’s shares to institutional investors and as consideration to potential vendors of businesses.
Accordingly, the Board is proposing a Share Consolidation pursuant to which every 500 Existing Ordinary Shares of 0.01p each will be consolidated into one (1) New Ordinary Share of 5p each (the “Share Consolidation”).
As at the date of this document, there are 8,436,308,108 Existing Ordinary Shares in issue. On the assumption that the issued share capital at the Record Date is 8,436,308,500 Existing Ordinary Shares (following the issue of 392 Additional Existing Ordinary Shares as described further below), there will be 16,872,617 New Ordinary Shares in issue immediately following the passing of Resolution 1 (before taking into account the Consideration Shares to be issued pursuant to Acquisition Agreement). The Share Consolidation will not, of itself, affect the value of any shareholding, as each New Ordinary Share held by each Shareholder will in principle be worth exactly 500 times the value of each Existing Ordinary Share held by each Shareholder immediately prior to the Share Consolidation.
Fractional Entitlements
In anticipation of Resolution 1 being passed by Shareholders, the Company will, immediately prior to the Record Date, issue 392 Additional Existing Ordinary Shares, being such number of additional Existing Ordinary Shares as will result in the total number of Existing Ordinary Shares in issue (8,436,308,500) being exactly divisible by 500. These Additional Existing Ordinary Shares will be issued to the Registrar and will only represent a fraction of a New Ordinary Share. This fraction will be sold pursuant to the arrangements for fractional entitlements detailed below.
No Shareholder will, pursuant to the Share Consolidation, be entitled to receive a fraction of a New Ordinary Share. If the number of Existing Ordinary Shares attributed to a Shareholder is not exactly divisible by 500, the Share Consolidation will generate an entitlement to a fraction of a New Ordinary Share. Such fractional entitlements will be aggregated and sold on the open market (see further explanation below).
Any Shareholder who holds fewer than 500 Existing Ordinary Shares as at the Record Date will cease to be a Shareholder. The minimum threshold to receive New Ordinary Shares will be 500 Existing Ordinary Shares.
Sale of Fractional Entitlements
As set out above, the Share Consolidation will give rise to fractional entitlements to a New Ordinary Share where any holding is not precisely divisible by 500. No certificates in respect of fractional entitlements will be issued. Any New Ordinary Shares in respect of which there are fractional entitlements will be aggregated and sold in the market for the best price reasonably obtainable on behalf of the Shareholders entitled to fractions (“Fractional Shareholders”).
As the net proceeds of sale due to a Fractional Shareholder are expected to amount in aggregate to only a trivial sum, the Board is of the view that, as a result of the disproportionate costs, it would not be in the best interests of the Company to distribute all such proceeds of sale, which instead shall be retained by the Company in accordance with the Articles of Association of the Company.
For the avoidance of doubt, the Company is only responsible for dealing with fractions arising on registered holdings. For Shareholders whose shares are held in the nominee accounts of UK stockbrokers, the effect of the Share Consolidation on their individual shareholdings will be administered by the stockbroker or nominee in whose account the relevant shares are held.
Effects of the Share Consolidation
For purely illustrative purposes, examples of the effects of the Share Consolidation (should Shareholders at the General Meeting approve Resolution 1) are set out below:
|
Number of Existing Ordinary Shares held |
New Ordinary Shares following the Share Consolidation |
|
499 |
0 |
|
500 |
1 |
|
11,000 |
22 |
|
1,000,000 |
2,000 |
The example below shows a holding of Existing Ordinary Shares which will be subject to a fractional entitlement, the value of which will depend on the market value of the New Ordinary Shares at the time of sale:
|
Number of Existing Ordinary Shares held |
New Ordinary Shares following the Share Consolidation |
|
512,647 |
1,025 (plus a fractional entitlement of 0.294, to be aggregated and sold) |
Resulting Ordinary Share Capital
The New Ordinary Shares in issue immediately following the Share Consolidation, assuming that it is approved by Shareholders and that no further Existing Ordinary Shares are issued before the General Meeting other than the Additional Existing Ordinary Shares as described above, is expected to comprise 16,872,617 New Ordinary Shares (before taking into account the 3,400,000 Consideration Shares to be issued pursuant to the Acquisition Agreement).
Rights Attaching to New Ordinary Shares
The New Ordinary Shares arising upon implementation of the Share Consolidation will have the same rights as the Existing Ordinary Shares, including voting, dividend and other rights.
Effects on Options and Other Instruments
The entitlements to Existing Ordinary Shares of holders of securities or instruments convertible into Existing Ordinary Shares (such as share options and warrants) will be adjusted to reflect the Share Consolidation. The Company will notify affected holders of the Share Consolidation in due course.
United Kingdom Taxation in relation to the Share Consolidation
The following information is based on UK tax law and HM Revenue and Customs practice currently in force in the UK. Such law and practice (including, without limitation, rates of tax) are in principle subject to change at any time. The information that follows is for guidance purposes only. Any person who is in any doubt about his or her tax position should contact their professional adviser immediately.
For the purposes of UK taxation of chargeable gains, a Shareholder should not be treated as making a disposal of all or part of his or her holding of Existing Ordinary Shares by reason of the Share Consolidation. The New Ordinary Shares should be treated as the same asset, and as having been acquired at the same time and at the same aggregate cost as, the holding of Existing Ordinary Shares from which they derive. On a subsequent disposal of the whole or part of the New Ordinary Shares comprised in the new holding, a Shareholder may, depending on his or her circumstances, be subject to tax on the amount of any chargeable gain realised.
9. Admission of the New Ordinary Shares
Application will be made for 16,872,617 New Ordinary Shares (in place of the Existing Ordinary Shares) to be admitted to trading on AIM (“First Admission”). Subject to Shareholder approval of Resolution 1, 2 and 5 it is expected that First Admission will become effective and that dealings in the New Ordinary Shares will commence on 1 December 2026.
Shareholders who hold Existing Ordinary Shares in uncertificated form will have such shares disabled in their CREST accounts on the Record Date, and their CREST accounts will be credited with the New Ordinary Shares following First Admission.
Following completion of the Share Consolidation, certificates in respect of Existing Ordinary Shares will cease to be valid. Share certificates in respect of holdings of New Ordinary Shares will be sent to the registered address of Shareholders on the register at 6.00 p.m. on the Record Date.
Application will also be made for the 3,400,000 Consideration Shares on completion of the Acquisition to be admitted to trading on AIM (“Second Admission”). The Consideration Shares will rank pari passu in all respects with the New Ordinary Shares. Subject to completion of the Acquisition, it is expected that Second Admission will become effective and that dealings in the Consideration Shares will commence on 2 December 2026.
10. Share Option Plan
The Board proposes to adopt a new Share Option Plan, under which options over New Ordinary Shares may be granted to Directors and senior management of the Group under the Company’s EMI and unapproved share option schemes. The principal terms of the Share Option Plan are summarised below:
• Maximum number of New Ordinary Shares over which options may be granted: up to 10 per cent. of the Company's issued share capital from time to time;
• Eligible participants: executive and non-executive Directors and such other senior employees of the Group as the Remuneration Committee may determine;
• Exercise price: not less than the higher of (i) the closing mid-market price of a New Ordinary Share on the day immediately prior to the award of any such option; or (ii) the 10-day volume weighted average price per New Ordinary Share in the 10 business days prior to any such award, save in exceptional circumstances approved by the Remuneration Committee;
• Vesting: options will typically vest in equal tranches over a period of 3 years from the date of grant, subject to continued employment and the satisfaction of any performance conditions set by the Remuneration Committee; and
• Exercise period: vested options will normally be exercisable for a period of 10 years from the date of grant, subject to customary good/bad leaver, change of control and clawback provisions.
11. General Meeting
The General Meeting to be held at 154-160 Fleet Street, Blackfriars, London EC4A 2DQ at 10.00 a.m. on 30 November 2026 is to consider and, if thought fit, approve the Resolutions relating to the Proposals which comprise: Resolution 1, the Share Consolidation; Resolution 2, authority to allot the Consideration Shares and the Conversion Shares; Resolution 3, renewal of the share authorities; Resolution 4, the adoption of a new Share Option Plan; Resolution 5, disapplication of pre-emption rights; and Resolution 6, the proposed change of Company name to CIQ plc.
Shareholders should note that the Acquisition Agreement is conditional inter alia on Resolutions 1, 2 and 5 being passed by Shareholders at the General Meeting.
The Notice convening the General Meeting is set out in the Circular.
12. Other information
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 UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"). The person who arranged for the release of this announcement on behalf of the Company was David Halley, Chief Executive.
A copy of this announcement is available at the Company’s website: www.gfinityplc.com
Enquiries:
|
Gfinity Plc |
David Halley
|
+44 (0)7516 948427 |
|
Beaumont Cornish Limited Nominated Adviser and Broker |
Roland Cornish Michael Cornish
|
+44 (0)207 628 3396 |
Further Information
Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company in connection with this announcement and will not regard any other person as its client and will not be responsible to anyone else for providing the protections afforded to the clients of Beaumont Cornish or for providing advice in relation to such proposals. Beaumont Cornish has not authorised the contents of, or any part of, this document and no liability whatsoever is accepted by Beaumont Cornish for the accuracy of any information, or opinions contained in this document or for the omission of any information. Beaumont Cornish as nominated adviser to the Company owes certain responsibilities to the London Stock Exchange which are not owed to the Company, the Directors, Shareholders, or any other person.
Distribution
This announcement has been notified via a Regulatory Information Service and it is not authorised for distribution into North America or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.
FORWARD LOOKING STATEMENTS
This document includes “forward-looking statements” which include all statements other than statements of historical facts, including, without limitation, those regarding the Company’s financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words “targets”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “would”, “could” or “similar” expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company’s control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this document. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless it is required to do so by applicable law or the AIM Rules.
EXPECTED TIMETABLE OF KEY EVENTS
|
Publication and posting to Shareholders of the Circular |
13 November 2026 |
|
Latest time and date for receipt of Proxy appointments |
10.00 a.m. on 26 November 2026 |
|
General Meeting |
10.00 a.m. on 30 November 2026 |
|
Result of General Meeting announced |
30 November 2026 |
|
Record date and time for the Share Consolidation |
6.00 p.m. on 30 November 2026 |
|
Share Consolidation becomes effective |
8.00 a.m. on 1 December 2026 |
|
First Admission and commencement of dealings in the New Ordinary Shares arising from the Share Consolidation on AIM |
8.00 a.m. on 1 December 2026 |
|
CREST member accounts expected to be credited for the New Ordinary Shares in uncertificated form (where applicable) |
1 December 2026 |
|
Completion of the Acquisition |
1 December 2026 |
|
Second Admission and commencement of dealings in the Consideration Shares on AIM |
8.00 a.m. on 2 December 2026 |
|
Despatch of definitive share certificates for New Ordinary Shares in certificated form (where applicable) |
by 14 December 2026 |
Notes:
(1) References to times in this document are to London time (unless otherwise stated).
(2) The dates set out in the timetable above may be subject to change.
(3) If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement to an RNS.
STATISTICS RELATING TO THE PROPOSALS
|
Existing Ordinary Shares in issue as at the date of this announcement |
8,436,308,108 | ||
|
Additional Existing Ordinary Shares expected to be issued immediately prior to the Record Date (see paragraph 8 of this announcement) |
392 |
||
|
Enlarged Existing Ordinary Shares in issue at the Record Date |
8,436,308,500 | ||
|
Consolidation ratio of Existing Ordinary Shares to New Ordinary Shares |
500 Existing Ordinary Shares: 1 New Ordinary Share | ||
|
New Ordinary Shares in issue immediately following the Share Consolidation |
16,872,617 | ||
|
Consideration Shares to be issued to the Sellers following the Share Consolidation |
3,400,000 |
||
|
Enlarged New Ordinary Shares in issue following the Share Consolidation and issue of the Consideration Shares to the Sellers |
20,272,617 | ||
|
Consideration Shares as a percentage of the Enlarged New Ordinary Share Capital |
16.77% | ||
|
ISIN of the Existing Ordinary Shares before the Consolidation |
GB00BT9QD572 | ||
|
ISIN of the New Ordinary Shares after the Consolidation |
GB00BVMJ3D50 | ||
|
SEDOL of the New Ordinary Shares after the Consolidation |
BVMJ3D5 | ||
|
AIM Symbol (TIDM) following the change of name |
CIQ | ||
DEFINITIONS
The following definitions apply throughout this announcement, unless the context requires otherwise:
|
"Act" |
the Companies Act 2006 (as amended); |
|
“Acquisition” |
the acquisition by the Company of the entire issued share capital of 0M Technology and its associated intellectual property pursuant to the Acquisition Agreement; |
|
“Acquisition Agreement” |
the sale and purchase agreement between the Company and the Sellers dated 13 November 2026 pursuant to which the Company has conditionally agreed to acquire the entire issued share capital of 0M Technology and its associated intellectual property; |
|
“Additional Ordinary Shares” |
the additional 392 Ordinary Shares to be issued immediately prior to the Record Date; |
|
"Admission" |
means the First Admission or the Second Admission, as the context requires; |
|
"AIM" |
a market of that name operated by the London Stock Exchange; |
|
"AIM Rules" |
the AIM Rules for Companies and the AIM Rules for Nominated Advisers issued by the London Stock Exchange (as amended from time to time); |
|
“Articles” |
the memorandum and articles of the Company as the date of this document; |
|
"Board” or “Directors" |
the directors of the Company as at the date of this announcement; |
|
“Certificated” or in “Certificated Form” |
a share or security which is not in uncertificated form (that is, not in CREST); |
|
"Company” or Gfinity" |
Gfinity plc, a public limited company incorporated in England and Wales under registered number 08232509 and having its registered office at 128 City Road, London EC1V 2NX, to be renamed CIQ plc; |
|
“Connected IQ” or CIQ” |
the trading name of 0M Technology’s artificial intelligence platform; |
|
"Consideration Shares" |
the 3,400,000 New Ordinary Shares to be issued to the Seller pursuant to the Acquisition Agreement; |
|
“Conversion Shares” |
up to a maximum of 3,567,719 New Ordinary Shares to be issued on full conversion of the Convertible Notes; |
|
“Convertible Notes” |
the Series A Notes and the Series B Notes; |
|
"CREST" |
the computerised settlement system (as defined in the CREST Regulations) which facilitates the transfer of title to shares in uncertificated form; |
|
"CREST Regulations" |
the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended); |
|
“Enlarged Existing Ordinary Shares” “Enlarged New Ordinary Shares” |
the Existing Ordinary Shares and the Additional Ordinary Shares in issue at the Record Date; the New Ordinary Shares in issue immediately following the Consolidation and issue of the Consideration Shares; |
|
“Existing Convertible Notes” |
the existing £120,000 convertible loan notes issued on 29 September 2024 to Charles Street International Limited, a company which is indirectly owned by Robert Keith; |
|
"Existing Ordinary Shares" |
the 8,436,308,108 ordinary shares of 0.01p each in the capital of the Company in issue at the date of this announcement; |
|
“First Admission” |
the admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules; |
|
"General Meeting" |
the general meeting of the Company convened for 30 November 2026, Notice of which is set out at the end of the Circular; |
|
"Group" |
the Company and its subsidiaries; |
|
“Licence” |
the exclusive licence agreement between the Company and 0M Technology dated 5 February 2025 pursuant to which the Company was granted the licence to commercialise 0M Technology’s artificial intelligence technology, Connected IQ; |
|
"London Stock Exchange" |
London Stock Exchange plc; |
|
"New Ordinary Shares" |
the new ordinary shares of 5p each in the capital of the Company immediately following the Share Consolidation; |
|
"Nominated Adviser” or “Nomad" |
Beaumont Cornish Limited, the Company's nominated adviser for the purposes of the AIM Rules; |
|
“Notice” or “Notice of General Meeting” |
the notice convening the General Meeting, which is set out at the end of the Circular; |
|
"0M Technology" |
0M Technology Solutions Ltd, a company incorporated in England and Wales under registered number 15151063, trading as “Connected IQ”; |
|
“0M Technology Loan” |
the outstanding shareholder loan of £545,867 owed by 0M Technology to Robert Keith, a Seller, as set out in paragraph 5 of this announcement; |
|
“0M Technology Loan Amendment Deed” |
the conditional agreement between Robert Keith, 0M Technology and the Company dated 13 November 2026 setting out the agreed amended terms of the 0M Technology Loan; |
|
“0M Technology Shares” |
the entire issued share capital of 0M Technology; |
|
“Option” |
The option agreement between the Company and 0M Technology dated 4 February 2025 pursuant to which Gfinity was granted the option to acquire the entire issued share capital of 0M Technology and its associated intellectual property ("Option") for a consideration of £2 million; |
|
“Ordinary Share” |
prior to the Share Consolidation, an ordinary share of 0.01p each in the capital of the Company; |
|
"Proposals" |
the proposed Share Consolidation, authority to allot Consideration Shares and Conversion Shares, renewal of share authorities, the adoption of the Share Option Plan, disapplication of pre-emption rights and the change of Company name; |
|
"Record Date" |
6.00 p.m. on 30 November 2026; |
|
"Registrar" |
MUFG Corporate Markets; |
|
"Resolutions" |
the resolutions to be proposed at the General Meeting, as set out in the Notice of General Meeting at the end of the Circular; |
|
"RNS" |
a regulatory information service authorised by the London Stock Exchange for the purposes of the AIM Rules; |
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“Second Admission” |
the admission of the Consideration Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules; |
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"Sellers" or “Seller” |
Robert Keith (“Robert Keith”), and Andrew Mole (“Andrew Mole”), being the sellers of the 0M Technology Shares pursuant to the Acquisition Agreement; |
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“Series A Notes” |
the Convertible Notes to be issued to Robert Keith as described in paragraph 5 of this announcement; |
|
“Series B Notes” |
the Convertible Notes to be issued to Andrew Mole as described in paragraph 5 of this announcement; |
|
"Shareholders" |
holders of Existing Ordinary Shares and New Ordinary Shares from time to time and the term “Shareholder” shall be construed accordingly; |
|
"Share Consolidation" |
the proposed consolidation of the Company's ordinary share capital on the basis of 1 New Ordinary Share for every 500 Existing Ordinary Shares, as described in paragraph 8 of this announcement; |
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"Share Option Plan” |
the proposed share option plan as described in paragraph 10 of this announcement; |
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"subsidiaries” |
As defined in section 1159 of the Act; |
|
“Takeover Code” |
means the City Code on Takeovers and Mergers; |
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“Transaction” |
the exercise of the Option, execution of the Acquisition Agreement and the 0M Technology Loan Amendment Deed and the extension of the maturity date of the Existing Loan Notes; |
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"United Kingdom or UK" |
the United Kingdom of Great Britain and Northern Ireland; |
All references in this announcement to “£”, “pence”, “p” or “pounds sterling” are to the lawful currency of the UK.
ENDS
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