Result of Retail Offer and 2nd Institutional Raise

Shaires Holdings Ltd

25 August 2026

 

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25 August 2026

Shaires Holdings Ltd

("Shaires Holdings", "Shaires" or the "Company")

Result of WRAP Retail Offer and Second Institutional Tranche

Binding Agreements in Excess of US$100 Million in Place

Shaires Holdings Ltd (AIM: SHR), the publicly quoted London investment company providing investors with exposure to leading private mid- and late-stage global technology and AI companies, is pleased to announce, further to its announcements of 13 August 2026 and 18 August 2026, the completion of the WRAP Retail Offer at an issue price of US$20.00 per Ordinary Share (the "Issue Price"). The Company also announces that it has completed its second institutional raise at the Issue Price (together, the "Fundraise").

Highlights

●	US$14.3 million gross proceeds raised from the Fundraise resulting in the issuance of 715,306 new Ordinary Shares including US$3.4 million raised from the WRAP Retail Offer and US$10.9 million raised from the second institutional fundraise
●	More than 670 new shareholders joined the register through the Retail Offer, materially broadening the Company's shareholder base and its free float
●	Capital Access Window has now closed and the Company's Ordinary Shares are expected to resume trading on AIM at 7.30 am today
●	Pipeline in excess of US$500 million of further cash and in-kind investment opportunities under active negotiation, alongside continued engagement with a number of institutional investors regarding participation in the Company's next phase of growth

Together with today's announcement, the launch of the initial portfolio on 13 August 2026, the initial institutional fundraise announced on 30 July 2026 and the February 2026 fundraise, approximately US$78.0 million of capital and contributed assets has been raised in total. In addition, the Company has binding agreements in place which give the Company the right to acquire up to an additional US$30 million of contributed assets, which would bring the total raise and contributed shares to US$108.0 million, exceeding the Company's stated initial objective of US$100 million.

The Company has ensured that all shares issued as part of the Subscription, the Retail Offer and the In-Kind Contributions have been issued at identical terms and conditions. The Board regards this equality of access and pricing as a defining feature of the Fundraise.

The Subscription Shares and the Retail Offer Shares will be issued, credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares in issue, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of such shares after the date of their issue.

The foreign exchange rate used for GBP orders under the Retail Offer was £1.00:US$1.36261.

Board and Management Comments

Suhail Rizvi, Executive Chairman of Shaires Holdings, said:

"The completion of the Fundraise concludes the launch phase of Shaires and is a defining milestone for the Company. We set out to establish the first AIM-quoted company of its kind, one created to give public market investors direct exposure to the leaders of the AI supercycle. That company now exists, funded, with binding agreements for over one hundred million dollars of capital and assets, and with a register that spans institutions, founders and more than six hundred and seventy new private investors."

Vivek Seth, Chief Executive Officer of Shaires Holdings, added:

"We are delighted to welcome so many new shareholders, alongside the institutional investors who backed the Company across both tranches and the contributors who chose to exchange holdings in exceptional private businesses for shares in Shaires.

"Our focus now shifts from raising capital to deploying it and to reporting on it. We have a pipeline in excess of US$500 million and are in active conversations with institutions who want to participate in what comes next. Shareholders should expect a steady cadence of announcements as those discussions convert, together with regular reporting on portfolio valuation so that the market can assess our progress on its own terms."

The Retail Offer and Tranche 2 Subscription

The Retail Offer, which closed at 4.30 pm on 24 August 2026, raised US$3.4 million through the issue of 170,306 new Ordinary Shares at the Issue Price and attracted subscriptions from more than 670 investors who were not previously on the Company's register.

The second tranche of the Subscription (the "Tranche 2 Subscription"), which was conducted with institutional investors, raised US$10.9 million through the issue of 545,000 new Ordinary Shares at the Issue Price.

The Board is pleased that the Retail Offer has delivered its principal objective: a materially wider and more diversified shareholder base, achieved without granting institutional participants preferential pricing or preferential access. Retail participation came through a broad range of UK platforms and intermediaries.

The Company thanks Marex Financial, as operator of the Winterflood Retail Access Platform, and the participating intermediaries for their support in reaching this audience.

The Retail Offer Shares as well as The Tranche 2 Subscription Shares will be issued, credited as fully paid, and will rank pari passu with the existing Ordinary Shares in issue in the capital of the Company, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of such shares after the date of their issue. 

Close of Capital Access Window and Resumption of Trading

Following completion of the Retail Offer, the Company confirms that the Capital Access Window, which commenced at 7.30 am on 13 August 2026 and was extended to 4.30 pm yesterday to accommodate demand and to allow the offer to reach a broader range of investors, is now closed.

Accordingly, the Company's existing Ordinary Shares are expected to resume trading on AIM at 7.30 am today. The Board would like to thank shareholders for their patience during the Capital Access Window and believes the mechanism (introduced under the recent updates to the AIM Rules for Companies) has worked as intended; enabling retail investors to participate in the Fundraise on the same terms and at the same time as institutions.

Pipeline and Outlook

The Company continues to advance a pipeline in excess of US$500 million of further investment opportunities, comprising both cash acquisitions of interests in leading private technology and AI companies and further in-kind, share-for-share contributions from founders, employees, venture investors and other early shareholders.

The Company remains in dialogue with several institutional investors regarding potential future investment in the Company. The Board's stated ambition remains to build a portfolio in excess of US$500 million in the near term.

These opportunities are at varying stages of negotiation and documentation. There is no certainty that any of them will be completed, and no binding agreement has been entered into in respect of any of them save as previously announced. The Company will update the market as and when definitive agreements are signed, in line with its established practice of announcing each transaction individually.

Capital Raising Partner

NOIA Capital (DIFC) Limited ("NOIA") acts as the Company's Capital Raising Partner, as announced on 30 January 2026. Pursuant to an amended and restated Capital Raising Agreement (the "Restated Agreement") dated 24 August 2026, its remuneration is settled entirely in Ordinary Shares and comprises two elements: (i) Ordinary Shares equal in value to 2.5 per cent of all capital raised by the Company, issued at the Issue Price; and (ii) Ordinary Shares equal to 2.75 per cent of the Company's fully diluted share capital on completion of the capital raising programme. NOIA receives no annual management fee, no performance fee and no carried interest of any kind.

Accordingly, the Company will issue a total of 239,818 new Ordinary Shares to NOIA at Admission (the "Capital Raising Partner Shares"), representing approximately 5.0 per cent of the Company's enlarged issued share capital.

The Board notes that this structure aligns the economics of the Company's capital raising function directly with shareholders: the Capital Raising Partner is remunerated in the same security, at the same price, as every other participant in the Fundraise, and is not paid a recurring fee on assets.

As NOIA has been a substantial shareholder of the Company in the previous 12 months, the transaction is a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies. The Directors independent of the transaction, being the full board of the Company with the exception of Nicolas Vassaux, having consulted with Zeus Capital Limited, the Company's nominated adviser, consider the terms of the issue of the Capital Raising Partner Shares to be fair and reasonable insofar as shareholders are concerned.

Admission and Total Voting Rights

Application has been made for 955,124 new Ordinary Shares to be issued pursuant to the Tranche 2 Subscription, the Retail Offer and to the Capital Raising Partner to be admitted to trading on AIM ("Admission"). Admission is expected to become effective, and dealings to commence, at 7.30 am on 27 August 2026.

Upon Admission, the Company's issued ordinary share capital will consist of 4,796,937 Ordinary Shares with one voting right each. The Company does not hold any Ordinary Shares in treasury. Therefore, from Admission the total number of Ordinary Shares and voting rights in the Company will be 4,796,937. With effect from Admission, this figure may be used by shareholders in the Company 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 new Ordinary Shares to be issued pursuant to the Fundraise will be issued free of all liens, charges and encumbrances and will, on Admission, rank pari passu in all respects with the Company's existing Ordinary Shares.

Terms used but not defined in this announcement have the same meaning as set out in the Company's announcements released at 7.02 am on 13 August 2026 and on 30 July 2026.

END

  Enquiries

Shaires Holdings Ltd via Tavistock
Zeus - Nominated Adviser & Broker James Joyce, Andrew de Andrade	[phone]
Winterflood Retail Access Platform Sophia Bechev, Kaitlan Billings	[e-mail] [phone]
Tavistock - Financial PR Jos Simson, Kuba Stawiski, Henry Kirby	[e-mail]     [phone]

About Shaires Holdings Ltd

Shaires Holdings Ltd (AIM: SHR) is a publicly quoted London investment company that provides public market investors with concentrated exposure to leading private mid- and late-stage technology companies, with a particular focus on artificial intelligence. The Company is internally managed and charges no management or performance fees.

In addition to cash investments, the Company may acquire positions through in-kind (in specie) contributions, whereby employees and early shareholders of private technology companies may exchange eligible holdings for new ordinary shares in the Company, therefore providing them liquidity and diversification. Through this mechanism, public-market investors gain access to an asset class historically closed to them.

With an emerging megatrend of large frontier AI companies vertically integrating their business throughout the value chain from modelling through to chips and services, the Shaires board and management believe that they have the right methodology and strategy to provide capital to the best next-generation businesses.

Further information is available at www.shaires-holdings.com.

The Company's LEI is 2138005R4IVX4O3IQ543.

This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.

Important Notices

This announcement has been prepared by and is the sole responsibility of the Company.

The release, publication or distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement contains forward-looking statements which are subject to risks and uncertainties. Actual results may differ materially from those expressed or implied. The pipeline opportunities referred to in this announcement are at varying stages of negotiation, are not the subject of binding agreements and may not complete. Investments in private securities are illiquid and involve a significant risk of loss. Portfolio valuations are unaudited estimates or management reported. Nothing in this announcement is investment advice or a recommendation. The value of investments can go down as well as up and investors may not get back the amount originally invested.

 

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