Notice of AGM, Fundraising and Board Changes

R8 Capital Investments PLC

15 July 2026

 

15 July 2026

R8 CAPITAL INVESTMENTS PLC

("R8" or the "Company")

Notice of AGM

Fundraising

Sub-division of Ordinary Shares

Board Changes

AGM

The Company is pleased to announce that its Annual General Meeting ("AGM") will be held on 7 August 2026, at 10:00 am, at the offices of AlbR Capital Limited, 3^rd Floor, 80 Cheapside, EC2V 6EE.

Fundraising and Sub-division

The Company is also pleased to announce that it has conditionally raised £500,000 gross through the proposed issue of 427,350,425 new ordinary shares at a price per share of £0.00117 ("Fundraising"), subject to, inter alia, passing of the resolutions at the AGM and lifting of the suspension. The Fundraising has been arranged by AlbR Capital, the Company's Corporate Broker.  To facilitate the Fundraising, amongst the other usual AGM resolutions, the Company is also proposing to sub-divide each existing ordinary share of £0.01 into one new ordinary share of £0.0001.   

The Company will use the net proceeds to begin searching for a reverse takeover transaction. Following the AGM, the Company will be debt free after some of the proceeds of the Fundraising being used to pay down certain creditors, amounting to approximately £225,000.

A copy of the amended articles of association to be adopted by the Company are being made available on the Company's website and tabled at the AGM, and the Company's Annual Report and Accounts for the financial year ending 31 December 2025 will continue to be available on the Company's website at www.r8plc.com/investors/results-reports-presentations.

Shareholders are encouraged to register their votes on all the resolutions contained in the AGM Notice in accordance with the notes set out in the AGM Notice as early as possible.

A copy of the AGM Notice is being submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Board Changes

Following the passing of the resolutions, the Company intends to appoint at least two new Directors to the Board of the Company, subject to completing customary due diligence.

It is proposed that:

·    both Jonathan Rowland and Richard Morecroft will resign as Directors of the Company;

·    David Mason will join the Board as Executive Director, subject to customary due diligence; and

·    at least one other director will join the Board as a Non-Executive Director, subject to customary due diligence.

David Mason's biography is set out below.

David Mason

David is a highly experienced commercially minded Director specialising in the financial services sector.

He held positions of CEO/MD, COO, CCO, CFO and NED, an individual who takes a hands-on approach to their role within a business.

Work experience has been with Blue Chip, private, stock exchange listed, SME and start-up businesses across international markets (Europe, USA, Australasia/South East Asia including Japan). Working closely with stakeholders, CEO's, directors and managers of these businesses to raise funding, drive profitability, efficiencies and growth as well as identifying business opportunities.

Experienced in dealing with internal and external stakeholders and advisors, as well as in the raising of investment, business acquisitions and the development and integration of acquired businesses.

Divisions of responsibility have included M&A, finance, treasury, developing MI, consultancy services, compliance/AML, legal, operations, human resources, IT, business development, risk, credit, company secretarial, fund structuring, fund administration and valuations, client services, product development, branding and all commercial aspects of business across international markets at both company and group level.

Immediately following the AGM, it is expected that both Jonathan Rowland and Richard Morecroft will resign as Directors of the Company.

A copy of the Executive Director's letter and the expected timetable of principal events contained in the Circular are set out in full below without material amendment or adjustment.

The Directors of the Company accept responsibility for the contents of this announcement.

- ENDS -

Enquiries:

Company Jonathan Rowland / Richard Morecroft	[e-mail]
AlbR Capital Limited Corporate Broker Duncan Vasey	+ 44 (0) 20 7469 0930

R8 CAPITAL INVESTMENTS PLC

(Registered in England & Wales with Company No. 12794676)

Directors

Jonathan David Rowland (Executive Chairman)

Edward Richard Ambrose Walker-Morecroft (Executive Director)

15 July 2026

Registered Office

2 Leman Street

London E1W 9US

United Kingdom

Tel: + (0)203 773 0588

Website: www.r8plc.com

Dear Shareholder,

Notice of Annual General Meeting

The Company is pleased to convene its 2026 Annual General Meeting ("AGM") of R8 Capital Investments plc (the "Company"). Included with this Circular is the notice of AGM ("Notice"), and the Company's audited financial statements and reports thereon for the financial period ended 31 December 2025 are available at the Company's website www.r8plc.com.

The purpose of this letter is to provide you with a brief summary and explanation of the Resolutions proposed by the Company at the AGM, which will be held at 10:00 am (BST) on 7 August 2026 at the offices of AlbR Capital Limited, 3^rd Floor, 80 Cheapside, EC2V 6EE.

Fundraising

The Company is also pleased to confirm that it has conditionally raised a total of £500,000 gross through a Placing of £307,500 and a Subscription of £192,500, at a price per share of £0.001170. The Fundraising is conditional on passing of the Resolutions.

Ruskin Capital Limited, an entity associated with David Rowland and Jonathan Rowland, has agreed to invest £155,000 into the Fundraising. Following completion of the Fundraising and Admission, Jonathan Rowland and his closely associated family members will be interested in 159,378,846 New Ordinary Shares of the Company, representing approximately 29.80% of the enlarged issued share capital.

Shareholder	New Ordinary Shares post Sub-division	% holding post Sub-division
JR Spac 1 Ltd	18,973,559	3.55%
Ruskin Capital Ltd	140,405,287	26.26%

The investment will be used to prepare the Company in readiness to undertake a reverse takeover. Certain trading liabilities will be settled out of the proceeds of the Fundraising, amounting to approximately £225,000.

The Company will apply to the London Stock Exchange to have the 427,350,425 Fundraising Shares admitted to the Equity Shares (shell companies) category of the Official List and to trading on the Main Market. Admission is expected to occur on or around  13 August 2026. A confirmatory announcement will be released via an RNS, once all the Fundraising Shares have been admitted to trading.

Sub-division

As at 14 July 2026, the issued share capital of the Company comprised 107,411,062 Existing Ordinary Shares. Under the Act, a company is unable to issue shares at a price which is less than the nominal value of shares of the same class. As the nominal value of the Existing Ordinary Shares is currently £0.01, the Company cannot issue the Placing Shares and Subscription Shares at the Issue Price, which is below the nominal value, without a sub-division of the Ordinary Shares. The Board is therefore proposing to sub-divide each Existing Ordinary Share of £0.01 into one New Ordinary Share of £0.0001 and one Deferred Share of £0.0099. The rights attaching to the New Ordinary Shares will be identical in all respects to those of the Existing Ordinary Shares.

The Company does not intend to issue new share certificate(s) to the holders of the New Ordinary Shares following the Sub-division. Existing share certificate(s) will remain valid for the same number of shares but with a different nominal value of £0.0001 per share. The nominal value of shares already held in CREST will be updated at approximately 8.00 am on 10 August 2026. Resolution 4, which is proposed as an ordinary resolution, will, if passed, effect the proposed Sub-division.

The Deferred Shares will be transferable only with the consent of the Company and will not be admitted to trading on the London Stock Exchange (or any other investment exchange). The Deferred Shares will have no voting rights, no entitlement to attend General Meetings of the Company, no right to any dividend or other distribution. The Company does not intend to issue share certificates to the holders of the Deferred Shares in respect of their holding thereof. The holders of Deferred Shares shall only be entitled to any repayment of capital on a winding up once the holders of New Ordinary Shares have received £1,000,000 in respect of each New Ordinary Share held by them.

Tax implications for Shareholders

For tax purposes, the New Ordinary Shares will result from a reorganisation of the share capital of the Company. Accordingly, holders of Existing Ordinary Shares should not normally be treated as making a disposal of all or part of their holding of Existing Ordinary Shares as a result of the Sub-division. The New Ordinary Shares which replace the Existing Ordinary Shares will be treated, for tax purposes, as the same asset and acquired at the date or dates as their holding of Existing Ordinary Shares.

Board Changes

Following the passing of the Resolutions, it is proposed that:

·    both Jonathan Rowland and Richard Morecroft will resign as Directors of the Company;

·    David Mason will join the Board as Executive Director, subject to customary due diligence; and

·    at least one other director will join the Board as a Non-Executive Director, subject to customary due diligence.

David Mason's biography is set out below.

David Mason

David is an experienced, commercially minded Director specialising in the financial services sector.

He has held positions of CEO/MD, COO, CCO, CFO and NED and has worked with Blue Chip, private and listed SME and start-up businesses across international markets (Europe, USA, Australasia/South East Asia including Japan), working closely with stakeholders, CEO's, directors and managers of such businesses to raise funding, drive profitability, efficiencies and growth as well as identifying business opportunities.

Experienced in dealing with internal and external stakeholders and advisors, as well as in the raising of investment, business acquisitions and the development and integration of acquired businesses.

Divisions of responsibility have included M&A, finance, treasury, developing MI, consultancy services, compliance/AML, legal, operations, human resources, IT, business development, risk, credit, company secretarial, fund structuring, fund administration and valuations, client services, product development, branding and all commercial aspects of business across international markets at both company and group level.

Resolutions

Resolutions 1 to 5 (inclusive) are proposed as Ordinary Resolutions. This means that, in accordance with the requirements of the Act, for each of those Resolutions to be passed, more than half of the votes cast must be in favour of the Resolution.

Resolutions 6 to 9 are proposed as Special Resolutions. This means that for each of these Resolutions to be passed, at least three-quarters of the votes cast must be in favour of the Resolution.

The Company proposes the following Ordinary Resolutions at the AGM:

Resolution 1 - Receive the annual report and accounts

The Act requires the Directors of a public company to lay before the Company in a general meeting the annual report and accounts of the Company for each financial year. Resolution 1 is therefore to receive the Company's financial statements and the report of the Board of Directors and auditors for the financial period ended 31 December 2025.

Resolution 2 - Approval of the annual report on remuneration

Resolution 2 is to approve the Director's Remuneration Report. The vote on the Report on Remuneration under Resolution 2 is advisory only, and any entitlement of a Director to remuneration is not conditional on this Resolution being passed.

Resolution 3 - Appointment of auditor

The Company is required at each general meeting at which financial statements are laid, to appoint an auditor who will remain in office until the next general meeting at which financial statements are laid. Resolution 3 is to appoint RPG Crouch Chapman LLP as auditors of the Company to hold office from the conclusion of the AGM to the conclusion of the next annual general meeting at which accounts are laid before the Company at a remuneration level to be determined by the Directors.

Resolution 4 - Sub-division

It is proposed to subdivide each of the Existing Ordinary Shares into one New Ordinary Share of £0.0001 in the capital of the Company and one Deferred Share of £0.0099 in the capital of the Company.

Resolution 5 - General authority to allot shares

The Directors may only allot shares or grant rights to subscribe for, or convert any security into, shares if authorised to do so by Shareholders. Resolution 5 proposes to authorise the Directors to allot and issue shares in the Company or grant rights to subscribe for or to convert any securities into shares in the Company:

(a)       up to a maximum aggregate nominal amount of £42,735.04, representing 427,350,425 Fundraising Shares, post Sub-division;

(b)       up to an aggregate nominal value of £100,000, post Sub-division; and

(c)        otherwise than pursuant to sub-paragraph (a) above, up to an aggregate nominal value of £100,000, post Sub-division,

such authority to expire at the next AGM or fifteen (15) months from the date of passing this resolution, whichever date is the earlier.

The Company is also proposing the following Special Resolutions at the AGM:

Resolution 6 - Disapplication of statutory pre-emption rights

The Act requires that any equity securities issued for cash (other than pursuant to an employee share scheme), must first be offered to existing Shareholders pro rata to their holdings unless approval is obtained by special resolution to disapply this requirement. It is proposed that this approval also be renewed for the same period as the authority under Resolution 5. Apart from rights issues or any other pre-emptive offer concerning equity securities, the Company is seeking disapplication of pre-emption rights in connection with any equity securities to be allotted and issued under paragraphs (a), (b) and (c) of Resolution 5.

Resolution 6 also seeks disapplication of pre-emptive rights on a rights issue or other pre-emptive offer so as to allow the Directors to make exclusions or such other arrangements as may be appropriate to resolve legal or practical problems which, for example, might arise with overseas Shareholders or entitlements to fractions.

Resolution 7 - Disapplication of statutory pre-emption rights

In addition to the authorities granted under Resolution 6, the Company is seeking disapplication of pre-emption rights in connection with any equity securities to be allotted and issued up to an aggregate nominal value of £100,000 (post Sub-division) such power to be used only for the purposes of financing (or refinancing, if such refinancing occurs within 12 months of the date of the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice.

Resolution 8 - Adoption of new articles of association

Conditional on the passing of Resolution 4, Resolution 8 seeks Shareholder approval to adopt the new Articles in order to update the Company's current Articles of Association. The proposed amendments being introduced in the new Articles relate to the Company's proposed Sub-division and the proposed creation of the new class of Deferred Shares (having the rights set out above) as a consequence of the proposed Sub-division, including a right for the Company to make an off-market purchase (within the meaning of Chapter 4 of Part 18 of the Act) of the Deferred Shares, subject to shareholder approval.

Resolution 9 - Notice period for General Meetings other than Annual General Meetings

The articles of association allow the Company to call general meetings other than an annual general meeting on 14 clear days' notice without obtaining Shareholder approval. The notice period required under the Act for general meetings of the Company is 21 days. The Act allows Shareholders to approve a shorter notice period, which cannot be less than 14 clear days. Therefore, in order to preserve its ability to call general meetings on 14 clear days' notice, Resolution 9 seeks such Shareholder approval. It is intended that the shorter notice period would not be used as a matter of routine for such meetings but only where the flexibility is merited by the business of the meeting and is thought to be in the interests of Shareholders as a whole. If given, the approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed.

Action to be taken by Shareholders

If you would like to come to the AGM to vote on the resolutions, to facilitate registration on the day, please notify the Company Secretary by writing to the registered office address, confirming your attendance or by email to [e-mail].

If you would like to vote on the resolutions but cannot come to the AGM, please complete the proxy form sent to you with this notice and return it to the Company's registrars, Neville Registrars Limited, as soon as possible. Alternatively, you can submit your proxy electronically through the website of the Company's registrars at www.sharegateway.co.uk.

To vote online with the Company's Registrars, Shareholders will need to use their personal proxy registration code as shown on the proxy form. Voting by proxy prior to the AGM does not affect your right to attend the AGM and vote in person should you wish.

Instructions for voting by proxy through CREST are set out in paragraphs 14 to 16 of the notes to the Notice.

In the case of non-registered Shareholders who receive these materials through their broker or other intermediary, the Shareholder should complete and send a letter of direction in accordance with the instructions provided by their broker or other intermediary.

Please note that the registrars must receive your proxy appointment by 10:00 am (BST) on 5 August 2026.

Recommendation

Your Board is of the opinion that all the proposals to be considered at the AGM are in the best interests of the Company and its Shareholders as a whole and recommends that you vote in favour of the Resolutions to be proposed at the AGM.

Yours faithfully,

Jonathan Rowland

Executive Chairman

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of this Document	15 July 2026
Latest time and date for receipt of Forms of Proxy in respect of the Annual General Meeting	10:00 am on 5 August 2026
Record Date for the Annual General Meeting	6:00 pm on 5 August 2026
Annual General Meeting	10:00 am on 7 August 2026
Record date for the Sub-division	6:00 pm on 7 August 2026
Issue of the Fundraising Shares	On 10 August 2026
Expected admission to trading of the Fundraising Shares	13 August 2026
CREST accounts credited with the Fundraising Shares	On or about 10 August 2026
Fundraising Share certificates despatched	Within 10 working days of the date of Admission

 

END