Publication of Prospectus and EGM Notice
Summary by AI BETAClose X
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. PLEASE SEE THE SECTION ENTITLED "IMPORTANT NOTICE" TOWARDS THE END OF THIS ANNOUNCEMENT.
29 October 2025
KR1 plc (the "Company")
Publication of Prospectus & Notices of EGM and AGM
KR1 plc (KR1:AQSE), a leading digital asset company, is pleased to announce that, further to the announcement made on 28 October 2025 in respect of:
i. the Company's intention to migrate its listing and seek admission of its ordinary shares to the Equity Shares (Commercial Companies) category of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange (together the "Intended Migration"); and
ii. a proposed placing programme to issue up to 125,000,000 new ordinary shares to, in time, expand the Company's existing staking operations in line with its business strategy (the "Placing Programme"),
the Company confirms that a prospectus (the "Prospectus") has been approved by the FCA and has been published by the Company today, alongside a circular (the "Circular") to shareholders in connection with the Intended Migration and the Placing Programme.
Copies of the Prospectus and the Circular will shortly be available on the Company's website at www.KR1.io and will be uploaded to the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Circular incorporates a notice convening an extraordinary general meeting (the "EGM") to approve certain proposals, including the adoption of new articles of association (the "Proposals"), in connection with the Intended Migration and the Placing Programme.
The Circular also contains the notice of an annual general meeting (the "AGM") to convene the Company's AGM on the same date as the EGM. The AGM of the Company will be held at the same place, on the same date and immediately preceding the EGM. Further details of the Proposals and the background to and reasons for the Proposals are set out in the Circular.
The EGM will be held at the offices of Cains Advocates Limited, Fort Anne, Douglas, Isle of Man IM1 5PD at 10.15 a.m. on 20 November 2025, or as soon thereafter as the preceding AGM of the Company has concluded or is adjourned.
Expected Timetable
|
|
2025 |
|
Publication of the Circular and the notice of Extraordinary General Meeting |
29 October |
|
Publication of the Prospectus |
29 October |
|
Latest time for receipt of forms of proxy for use at the Annual General Meeting |
10.00 a.m. on 18 November |
|
Latest time for receipt of forms of proxy for use at the Extraordinary General Meeting |
10.15 a.m. on 18 November |
|
Annual General Meeting |
10.00 a.m. on 20 November |
|
Extraordinary General Meeting |
10.15 a.m. on 20 November |
|
Announcement of the results of the AGM and EGM |
20 November |
|
Last day of trading of Ordinary Shares on the AQSE Growth Market |
24 November |
|
Delisting of the Ordinary Shares from the AQSE Growth Market |
8.00 a.m. on 25 November |
|
Initial Admission and dealings in Ordinary Shares commence |
8.00 a.m. on 25 November |
|
Commencement of Placing Programme |
25 November |
|
|
2026 |
|
Placing Programme closes by |
28 October |
Contact
For further information please contact:
KR1 plc
George McDonaugh, Keld van Schreven
Phone: +44 (0)1624 630 630
Email: investors@KR1.io
Singer Capital Markets (Sponsor, Financial Adviser and Broker)
Investment Banking: Alex Bond, James Maxwell, James Fischer, Oliver Platts
Equity Sales: William Gumpel, James Waterlow
Phone: +44 (0)20 7496 3000
Email: enquiries@singercm.com
AlbR Capital Limited (Aquis Corporate Adviser)
Phone: +44 (0)20 7469 0930
Email: info@albrcapital.com
SEC Newgate (Financial Communications)
Bob Huxford, Ian Silvera, Dafydd Rees
Phone: +44 (0)20 3757 6882
Email: KR1@secnewgate.co.uk
About KR1 plc
KR1 plc is a leading digital asset company focused on decentralised technologies and the generation of income from digital assets, primarily through staking activities on proof-of-stake networks. Through the Company's staking activities, KR1 plc helps to secure networks by supporting transaction validation, maintaining network integrity and contributing to decentralisation and, in return, receives staking rewards.
IMPORTANT NOTICE
This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the UK Financial Conduct Authority (the "FCA") and does not constitute a prospectus. Investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information contained in the prospectus (and any supplementary prospectus) to be published by the Company in connection with the Intended Migration (the "Prospectus"), and not in reliance on this announcement. Potential investors should read the Prospectus and in particular the risk factors set out therein before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Company's securities. Copies of the Prospectus will, subject to certain access restrictions, shortly be made available for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website (https://KR1.io/). Approval of the Prospectus by the FCA should not be understood as an endorsement of the securities that are the subject of the Prospectus.
This announcement does not constitute, and may not be construed as, an offer to sell or an invitation or recommendation to purchase, sell or subscribe for any securities or investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party. The information contained in this announcement is given at the date of its publication (unless otherwise marked).
Singer Capital Markets, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client in relation thereto, and will not be responsible for providing the regulatory protection afforded to its clients, nor for providing advice to any other person in relation to the matters contained herein.
The distribution of this announcement and the Prospectus in certain jurisdictions may be restricted by law. Other than in the United Kingdom, no action has been taken, nor will any action be taken, by the Company or Singer Capital Markets that would permit an offer of the Company's shares or possession, issue or distribution of this announcement or the Prospectus (or any other offering or publicity material relating to the Company's) in any jurisdiction where action for that purpose is required or where doing so is restricted by law. Accordingly, neither this announcement, nor any advertisement, nor any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this announcement (or any other offering materials or publicity relating to the Company's shares) comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The shares of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933 (as amended) (the "US Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold into or within the United States absent registration, except pursuant to an applicable exemption from, or in a transaction that is not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any relevant state or other jurisdiction of the United States. Moreover, the shares of the Company have not been, nor will they be, registered under the applicable securities laws of Australia, Canada, the Republic of South Africa or Japan. Further, the Company is not, and will not be, registered under the U.S. Investment Company Act of 1940, as amended. Subject to certain exceptions, the shares of the Company may not be offered or sold in the United States, Australia, Canada, the Republic of South Africa or, Japan or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, the Republic of South Africa or Japan.
In the United Kingdom, this announcement is being distributed only to, and is directed only at, persons who: (A) (i) are "investment professionals" specified in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and/or (ii) fall within Article 49(2)(a) to (d) of the Order (and only where the conditions contained in those Articles have been, or will at the relevant time be, satisfied); and (B) are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"); and (C) persons to whom it may otherwise lawfully be communicated (all such persons being "relevant persons").
In the European Economic Area (the "EEA"), this announcement is addressed only to and directed only at, persons in member states who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 ("Qualified Investors").
This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to (i) in the United Kingdom, relevant persons, and (ii) in any member state of the EEA, Qualified Investors, and will be engaged in only with such persons.
The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, proposed acquisitions and objectives, are forward-looking statements.
Forward-looking statements are subject to risks and uncertainties and, accordingly, the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those described in the Prospectus. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company and Singer Capital Markets expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, the UK Prospectus Regulation, the Prospectus Regulation Rules of the Financial Conduct Authority, the UK Market Abuse Regulation or other applicable laws, regulations or rules.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
Latest directors dealings
- 2 hours ago Luceco
- 2 hours ago Helios Towers
- 3 hours ago Wise Class A
- 3 hours ago EDX Medical Group Plc
- 3 hours ago Naked Wines