Proposed Acquisition and Suspension of Listing

Milton Capital PLC

04 September 2026

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND ("UK") PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Milton Capital Plc

("Milton" or the "Company")

Proposed Acquisition and Suspension of Listing

Proposed Acquisition and Suspension of Listing

Milton Capital Plc (LSE: MII), the London-listed cash shell, is pleased to announce that it has executed a non-binding term sheet ("HoT") and exclusivity agreement ("EA") (the "Proposed Acquisition") with Apostrophy AG ("Apostrophy" or the "Target"), a European-based private technology company with the purpose of negotiating and completing a share purchase agreement ("SPA") in respect of the entire issued share capital of the Target. Apostrophy is partly owned by technology entrepreneur, Petter Neby, who wholly owns the related company, Punkt Tronics AG ("Punkt"). The Target is expected to acquire all/certain of the telephony assets of Punkt prior to completion to create a leading communications technology and operating software company.

Punkt and Apostrophy are both established trading companies and brands and details of their businesses can be seen on www.punkt.ch and www.apostrophy.ch. Their products and technology focus strongly on data privacy and cyber security and they seek to create a world-leading brand of technology rooted in data sovereignty giving users confidence and control. As Europe and the rest of the world move increasingly to a focus on sovereign technology, Apostrophy aims to position itself to address those market needs and to ensure that its systems and data held on them remain under European sovereignty. Access to the capital pool of the public markets will offer the business the opportunity to accelerate the global business growth plans of an already established technology and product platform.  It is intended that the Company will be led by Petter Neby (as Executive Chairman) and Mark Orsmond (as CEO) and the wider Apostrophy team. The Company will look to appoint additional exceptional candidates to the Board at re-admission.

The EA provides an exclusivity period up to 30 November 2026 to allow for detailed due diligence and negotiation of the SPA. The consideration payable by the Company to the shareholders of Apostrophy, if the Proposed Acquisition proceeds, shall be settled by the issuance of new ordinary shares in the Company at a valuation to be agreed. In addition, the Company will seek to raise not less than £6 million in new ordinary shares at the same valuation at completion.

Milton's board believes that the business of the Target presents an outstanding business opportunity with high potential for growth in shareholder value.  

Temporary Suspension

The nature of the Proposed Acquisition, should it proceed, would constitute an initial transaction in accordance with the FCA's UK Listing Rules. Accordingly, the Company had requested the suspension of its listing on the Official List and from listing on the Main Market of the London Stock Exchange. Listing of the Company's ordinary shares was suspended at 7.30 a.m. today, 4 September 2026. On completion of the Proposed Acquisition, the Company's listing in the equity shares (shell companies) category is expected to be cancelled, and it is currently envisaged that an application by the Company will be made to have its enlarged share capital be readmitted to the equity shares (commercial companies) category of the Official List and to listing on the Main Market of the London Stock Exchange.

The parties intend to proceed as quickly as possible with the Proposed Acquisition, however there can be no certainty that the Proposed Acquisition will be successfully completed. If the Proposed Acquisition does not complete for any reason, it is expected that the suspension of the Company's listing, subject to FCA approval, and listing of the Company shares will recommence.

The Proposed Acquisition is conditional on a number of conditions precedent, including due diligence, Swiss tax, legal, accounting and employment-law review, agreement of definitive documentation, financing, regulatory approvals (including FCA approval of a prospectus) and approval by the Panel on Takeovers and Mergers in relation to a Rule 9 waiver, some of which are outside the control of either board, as well as Milton being satisfied with the results of technical, legal and financial due diligence. The transaction remains subject to the Company and the Target receiving satisfactory legal and regulatory guidance on the appropriate safeguards to preserve Apostrophy's Swiss neutrality, cybersecurity positioning and exposure to sanctioned, restricted or otherwise sensitive investors, counterparties or jurisdictions. There can be no certainty that these conditions will be satisfied or that the Proposed Acquisition will complete at all.

Once terms have been agreed the Company will make further announcements providing additional details pursuant to UKLR 13.4.22R and UKLR 13.4.23R.

Comment

Richard Mays, Chairman of Milton Capital plc, commented:

"Milton Capital was originally set up as a technology sector cash shell. These past years, reflecting its expertise and past track record, the management team has sought to identify a suitable energy sector deal with which to undertake an initial transaction. Despite screening over 50 energy sector opportunities around the world, progressing many negotiating terms, and a few 'near misses', we have not yet identified a transaction that we have been able to consummate. The geo-political challenges and capital market focus in other sectors such as AI have made things particularly difficult for the energy sector. We have sourced many good deals but have not been able to make any work for one reason or another. As a Board we have made it clear, if a compelling opportunity from another sector was presented, we would engage with it. In recent months there has been heightened interest in Milton as a funded "clean" cash shell with an excellent shareholder base. We have fielded several approaches from very different sectors. The approach by Apostrophy/Punkt was the stand-out opportunity - an established business and team, a technology business with a global reach; outstanding leadership with a founder with an international track record and, above all else, a company with an exciting vision.  I am confident that our shareholders will want to be part of this exceptional business as it looks to go public and accelerate its growth plans. The Board is delighted the vendors see Milton as the right vehicle through which to bring their business to the public markets. I look forward to sharing more details with shareholders and the market in the weeks ahead. Having started out as a technology cash shell, we look to return to our roots."

Petter Neby, Founder and CEO of Apostrophy, commented:

"The ubiquitous nature of telecoms in the daily lives of people and enterprises has brought immense societal benefits but has come with increased erosion of data and personal privacy and greater cyber security threats. It is something I foresaw many years ago when I set up Punkt. and Apostrophy. Enterprises, as well as increasing numbers of individuals, are increasingly aware of some of the economic and social costs of usage of the main mobile software systems. Access and convenience has come at a price. Apostrophy is a new operating system which has as its core several fundamental themes: security, data privacy and a European sovereign system. We aim to position the Apostrophy operating software on mobile, not just Punkt. devices, as the operating system of choice for those who wish greater control of their data and who seek a more robust alternative sovereign system than traditional incumbents' supply. As we engage with an ever-increasing number of potential corporate clients looking to protect their data and systems, it is clear we need to enhance our capacity to address those looking to what we have to offer. We are planning for growth. London remains the key European economic finance market and we are delighted to be able to bring our business to investors in the London market at a time the London Stock Exchange is seeking to encourage new business."

Enquiries:

Milton Capital

Richard Mays, Chairman

Vigo Consulting

Jeremy Garcia

[phone]

AlbR Capital Limited (Corporate Broker)

Tel: [phone]

 

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