Publication of Admission Document

Tiger Alpha Plc

22 June 2026

 

22 June 2026

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA (THE "UNITED STATES" OR THE "US"), AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN THE COMPANY OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF THE COMPANY.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Tiger Alpha PLC
("Tiger" or the "Company")
(to be renamed Potentially AI PLC)

Update re: Proposed Reverse Takeover of Potentially Limited,
Execution of conditional SPA for Potentially Limited,
Proposed Fundraise for £4.75 million,
Proposed Retail Offer for up to £0.25 million,
Proposed 10:1 Share Consolidation,
Waiver of the obligations under Rule 9 of the Takeover Code,
Publication of Admission Document,
Proposed Change of Name to Potentially AI PLC
and
Notice of General Meeting

Tiger Alpha PLC ("Tiger Alpha" or the "Company") is pleased to announce that, further to the Heads of Terms for the proposed acquisition of the entire issued share capital of Potentially Limited ("Potentially") as announced on 15 April 2026, the Company has today published its Admission Document (dated 22 June 2026) incorporating a Notice of General Meeting to shareholders in relation to,  inter alia,  the acquisition of Potentially (the "Acquisition"), proposed share consolidation, and the associated conditional placing and subscription of 95,000,000 ordinary shares of 1 pence each in the Company ("New Ordinary Shares") for £4.75 million (the "Fundraise") and the proposed retail offer for up to 5,000,000 New Ordinary Shares for £0.25 million (the "Retail Offer"), both at an issue price of 5 pence per New Ordinary Share (the "Fundraise Price").

The proposed Acquisition constitutes a reverse takeover pursuant to the AIM Rules for Companies and is therefore subject, inter alia, to the approval of Shareholders at the General Meeting, notice of which is set out at the end of the Admission Document and which will be held 16 Great Queen Street, London, WC2B 5DG on 10 July 2026 at 2.00 p.m.

Further information on Potentially, the Acquisition, the Fundraise, the Consolidation and the Resolutions can be found in the Company's Admission Document (and the Notice of General Meeting set out therein) which is available on the Company's website at https://www.tigerinvests.com/ and is being posted to Shareholders on Wednesday 24 June.

HIGHLIGHTS

·      Execution of conditional sale and purchase agreement ("SPA") for acquisition of Potentially Limited for consideration of £10 million to be satisfied by the issue of 200,000,000 New Ordinary Shares (the "Consideration Shares").

·      On completion of the Acquisition and re-admission of the Enlarged Group, the Company will change its name to Potentially AI PLC and the Enlarged Group will be focused on developing a differentiated artificial intelligence platform to assist in the creation, protection and monetisation of AI generated content (the "Platform").

·      Conditional Fundraise for gross proceeds of £4.75 million via a placing and subscription at 5 pence per New Ordinary Share for net proceeds of approximately £3.9 million to support the development of the Enlarged Group.

·      Proposed Retail Offer to raise up to £0.25 million to be launched in due course to Existing Shareholders.

·      Share consolidation of 1 New Ordinary Share for every 10 existing ordinary shares of 0.1 pence each in the capital of the Company (the "Existing Ordinary Shares").

·      Proposed waiver of Rule 9 of the Takeover Code ("Rule 9 Waiver").

QUOTES

Sukhveer Sanghera, proposed Chief Architect of the Enlarged Group, "Every era concentrates its most powerful technology in the hands of a few. The age of Artificial General Intelligence must break that mold. By entering the public markets, we are structurally committing to the belief that the most capable systems ever built must benefit the public, grow the global economy, and unlock human potential. We are not here to act as the architect of the future. We are building the intelligence infrastructure that gives everyone the power to help shape it."

Lord Dominic Johnson, proposed Non-Executive Director of the Enlarged Group, "Britain has everything it needs to be a leader in AI; world-class talent, financial backing, and a culture of building. Listing Potentially on the London markets is a vote of confidence in that opportunity."

THE ACQUISITION

Since its original admission to AIM, the Company has undergone a number of name changes and strategic evolutions and the Company's strategy has evolved from investment and finance activities into a specialist natural resources investment vehicle, with exposure to mining and commodities, and more recently to include technology incubation and early stage technology investments.

The Company's existing investing strategy has focused on deploying capital into early stage, technology led businesses where the board has relevant expertise and can provide strategic support in addition to funding. Investments have typically been made at an early stage of development, often prior to the generation of revenues, with a view to supporting the development and scaling of the business.

The Directors consider the Acquisition to be a transformational and value enhancing transaction for the Company, resulting in the Company's transition from an investing company to an enlarged trading group following Admission. The Directors believe that Potentially is developing a differentiated artificial intelligence platform operating in a rapidly evolving market, supported by a multi channel commercial strategy, an experienced leadership team and a corporate structure designed to support future growth. The Acquisition is intended to provide Shareholders with exposure to the broader artificial intelligence economy through a single operating platform.

Accordingly, the Company has entered into the SPA to acquire Potentially for total consideration of £10 million to be satisfied by the issue of 200,000,000 New Ordinary Shares.

Completion of the Acquisition under the SPA is subject to the following conditions being satisfied or waived (where applicable):

·      approval by Shareholders at the General Meeting of all necessary Resolutions (including the Rule 9 Waiver Resolution);

·      the SPA remaining in full force and having not been terminated;

·      Admission becoming effective;

·      the Fundraise having raised not less than £2,500,000 at not less than 5 pence per share, in alignment with the terms of the SPA; and

·      no material adverse change (as defined in the SPA) in the business, assets, financial condition or prospects of Potentially.

Completion is expected to occur simultaneously with Admission, at which time the Consideration Shares will be issued and the Company will acquire legal and beneficial ownership of Potentially.

POTENTIALLY AND THE ENLARGED GROUP

Potentially is a private limited company incorporated in Cyprus and will be the principal operating subsidiary of the Enlarged Group and the holder of the Enlarged Group's intellectual property. Potentially is an artificial intelligence company developing the Platform that helps people and businesses create, protect, and monetise what they produce with artificial intelligence. The Directors believe that the artificial intelligence industry faces two possible futures. In the first, frontier models commoditise everything they touch. The value generated by artificial intelligence accrues to the model developers, and the people and businesses using those models are left with little that is durably theirs. In the second, the models become infrastructure, and the value accrues to the layer above them: to the creators, the businesses, and the intellectual property owners who direct the models, and to the platform infrastructure that allows them to do so at scale. The Directors believe that the second of these futures is the more likely, and that the platform infrastructure for the collective economy around artificial intelligence has not yet been built. The Directors call this thesis Collective AI. The Director's believe that is the opportunity Potentially is positioned to address.

Following Completion, the Enlarged Group will comprise the Company, as the holding company; Potentially, which will hold the Enlarged Group's intellectual property; and Potentially Studios Limited, which is the Enlarged Group's trading company within the United Kingdom. The Directors believe that the Enlarged Group's corporate structure will provide flexibility across the governance and legislative environments in which the Enlarged Group expects to operate, particularly in the context of the developing regulatory framework for artificial intelligence across Europe.

Potentially is pre-revenue and in its beta phase at the date of this announcement. Since its incorporation in August 2025, Potentially has focused on the early development of the Platform. The net proceeds of the Fundraise are intended to fund the development of the Platform, the extension of the Platform's capabilities through a phased rollout, and the working capital requirements of the Enlarged Group through to the point at which the Directors expect the Platform to generate trading and recurring revenue.

THE SHARE CONSOLIDATION

The Company has 853,943,988 Existing Ordinary Shares in issue at a nominal value of 0.1 pence. The Directors are considering future trading arrangements for the Company and may in the future consider a listing through an over-the-counter market in order to gain access to a wider pool of investors, which may require the ordinary shares of the Company to have a minimum nominal value of 1 pence. Therefore, the Directors believe that it is in the best interests of the Company for there to be a 1:10 consolidation of shares to reduce the number of Existing Ordinary Shares in issue and increase the nominal value of such Existing Ordinary Shares (the "Share Consolidation"). Under the Share Consolidation and subject to the treatment of fractions of Existing Ordinary Shares arising as referred to below, holders of Existing Ordinary Shares will receive:

1 New Ordinary Share for every 10 existing Ordinary Shares

and so in proportion to the number of existing Ordinary Shares held on the Record Date.

The Share Consolidation is subject to approval by Shareholders at the General Meeting.

THE FUNDRAISE AND THE RETAIL OFFER

In conjunction with the Acquisition, the Company proposes to issue 95,000,000 Fundraise Shares by way of a Placing and a Subscription at the Fundraise Price of 5 pence to raise total gross proceeds of £4.75 million, which will predominantly be used to fund development of Potentially's Platform, growth and team expansion. 

Fortified Securities has agreed, pursuant to the Placing Agreement and conditional, inter alia, on the Acquisition and Admission, to act as agent and use its reasonable endeavours to procure subscribers for 91,300,000 Placing Shares with institutional and other investors.  Fortified Securities has appointed Shard Capital Partners LLP to act as its settlement agent for the purposes of the Placing The Company has entered into agreements with the placees which are conditional, inter alia, upon completion of the Acquisition and Admission.

The Placing, which is not being underwritten, is conditional, inter alia, upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms prior to Admission and Admission having occurred and applications having been received from persons in respect of all the Placing Shares on or before 13 July 2026. 

In addition to the Placing, certain investors have also conditionally subscribed for 3,700,000 Subscription Shares at the Fundraise Price. This includes Lord Dominic Johnson, proposed Senior Independent Non-Executive Director of the Enlarged Group, who has subscribed for 2,000,000 Subscription Shares at the Fundraise Price.

The Fundraise Shares will rank pari passu in all respects with the Existing Shares including the right to receive all dividends and other distributions declared, paid or made after the date of issue.

The net proceeds of the Fundraise (excluding any proceeds from the Retail Offer) being the gross proceeds of the Fundraise less expenses to be paid from such proceeds, are estimated at approximately £3.9 million (after deduction of estimated commissions and expenses of approximately £0.81 million), and are intended to be applied as follows:

Use of Proceeds	Amount (£'000)
Product development and technology infrastructure	315
Commercial and business development	875
Working capital and general corporate purposes	2,752
Total net proceeds	£3,941

The Company will also shortly launch a Retail Offer which will be arranged by the Winterflood Retail Access Platform operated by Marex Financial. It is expected that the maximum number of Retail Shares to be issued is 5,000,000. The maximum amount (before commissions and expenses) which will be available to be allocated to the Retail Offer will be £0.25 million at the Fundraise Price. Applications in the Retail Offer will be settled on or shortly after Admission. The Retail Offer is conditional on completion of the Fundraise and on a resolution being passed at the General Meeting.

Further details on the Retail Offer will be included in a separate announcement when the Retail Offer is opened for subscription.

THE RULE 9 WAIVER

The Takeover Code applies to Tiger Alpha Plc and will continue to apply to the Enlarged Group following Admission. Under Rule 9 of the 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 per cent. 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.

Under the Takeover Code, a concert party arises where persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate to obtain or consolidate control of that company or to frustrate the successful outcome of an offer for a company. Under the Takeover Code control means an interest, or aggregate interest, in shares carrying 30 per cent. or more of the voting rights of the company, irrespective of whether the interest or interests give de facto control. Under presumption 10 of the Takeover Code's definition of acting in concert, shareholders in a private company who sell their shares in that company in consideration for the issue of new shares in a company to which the Code applies are presumed to be acting in concert.

Accordingly, the shareholders of Potentially who will receive Consideration Shares, namely Sukhveer Sanghera, Cocreatd Limited (including two of its beneficial owners: Oliver Yonchev and James Lawson Baker), Brian Stockbridge, Lysandros Lysandrides, Guy Stradling and Daniel Cordwell, are presumed to be acting in concert (together, the "Concert Party"). Full details of the members of the Concert Party and their respective interests are set out in the Admission Document.

On Admission and following completion of the proposals, the members of the Concert Party will be interested in 208,250,000 New Ordinary Shares, representing approximately 54.01 per cent. of the enlarged voting rights of the Company, assuming that the Retail Offer is taken up in full, assuming exercise in full by the members of the Concert Party of 250,000 warrants (post Share Consolidation) and assuming that no other person converts any convertible securities or exercises any options or any other right to subscribe for shares in the Company.

The maximum controlling position of the Concert Party on Admission, assuming that there is no uptake on the Retail Offer, assuming exercise in full by the members of the Concert Party of 250,000 warrants (post Share Consolidation) and assuming that no other person converts any convertible securities or exercises any options or any other right to subscribe for shares in the Company is approximately 54.72 per cent. of the enlarged voting rights of the Company.

A table showing the respective individual interests in shares of the members of the Concert Party on Admission and following exercise of the convertible securities, warrants, options or subscription rights is set out below. The table shows the respective individual interests in the scenario that there is no uptake in the Retail Offer (the maximum controlling position) and in the scenario that the Retail Offer is taken up in full.

The legal persons listed in the table below will be the ultimate owners of the Consideration Shares to be issued.

	Last Practicable Date			Share Consolidation		Admission
	Interest in Existing Ordinary Shares		Interest in Options	Interest in New Consolidated Ordinary Shares	Interest in Options	Consideration Shares to be issued	Maximum Controlling Position(1)		Interest in Enlarged Share Capital(2)
Concert Party Member	No.	%	No.	No.	No.	No.	No.	%	No.	%
Sukhveer Sanghera	-	-	-	-	-	97,500,098	97,500,098	25.62%	97,500,098	25.29%
Cocreatd Limited(3)	-	-	-	-	-	67,247,767	67,247,767	17.67%	67,247,767	17.44%
Brian Stockbridge	-	-	2,500,000	-	250,000	29,250,029	29,500,029	7.75%	29,500,029	7.65%
Lysandros Lysandrides	-	-	-	-	-	2,000,702	2,000,702	0.53%	2,000,702	0.52%
Guy Stradling	-	-	-	-	-	2,000,702	2,000,702	0.53%	2,000,702	0.52%
Daniel Cordwell	-	-	-	-	-	2,000,702	2,000,702	0.53%	2,000,702	0.52%
Oliver Yonchev	-	-	-	-	-	-	-	-	-	-
James Lawson Baker(4)	80,000,000	9.37%	-	8,000,000	-	-	8,000,000	2.10%	8,000,000	2.07%
Concert Party Total	80,000,000	9.37%	2,500,000	8,000,000	250,000	200,000,000	208,250,000	54.72%	208,250,000	54.01%

(1)        Assumes that there is no uptake on the Retail Offer.

(2)        Assumes that the Retail Offer is taken up in full.

(3)        Cocreatd Limited is a company controlled by Oliver Yonchev.

(4)        James Lawson Baker has a beneficial interest over 80,000,000 Existing Ordinary Shares held indirectly through a cash settled derivative with Alvar Financial Services Limited and is a shareholder in Cocreatd Limited.

The Panel has agreed to waive the obligation to make an offer that would otherwise arise under Rule 9 as a result of the transaction, subject to the approval of independent shareholders. Accordingly, Resolution 1 is being proposed at the General Meeting and will be taken on a poll. The shares in which James Lawson Baker has a beneficial interest will not be entitled to vote on Resolution 1. The waiver to which the Panel has agreed under the Takeover Code will be invalidated if any purchases of shares in the Company are made by any member of the Concert Party, or any person acting in concert with it, in the period between the date of the Admission Document and the General Meeting.

The exercise by the members of the Concert Party of the 250,000 warrants (post Share Consolidation) described above would normally trigger an obligation for an offer to be made under Rule 9 by the Concert Party.  However, subject to the approval of independent shareholders, the Panel has agreed to waive this obligation such that there will be no requirement for an offer to be made in respect of the exercise of such warrants.

Following Admission and completion of the proposals, the members of the Concert Party will hold shares carrying more than 50 per cent. of the voting rights of the Company and (for so long as they continue to be acting in concert) no obligation to make an offer under Rule 9 will normally arise from acquisitions of interests in shares carrying voting rights by any member of the Concert Party. Shareholders should note that, if the Rule 9 Waiver Resolution is passed, the members of the Concert Party will not be restricted from making an offer for the Company.

The Takeover Code requires the Independent Directors (being the directors, less Brian Stockbridge who is not considered independent for the purposes of the Rule 9 Waiver and Acquisition) to obtain competent independent advice regarding the merits of the transaction which is the subject of the waiver resolution, being the issue of the Consideration Shares to the members of the Concert Party and the effect it will have on Shareholders generally. Accordingly, Grant Thornton, as the Company's financial adviser, has provided formal advice to the Independent Directors regarding the proposal for a Rule 9 Waiver. Grant Thornton confirms that it is independent of the Company and the members of the Concert Party and has no commercial relationship with the members of the Concert Party.

The Independent Directors, who have been so advised by Grant Thornton, consider the proposals, including the approval of the Rule 9 Waiver and the controlling position that it will create, to be fair and reasonable and in the best interests of the Shareholders and the Company as a whole. The Independent Directors agree with the assessments of the Concert Party in respect of the effect of the Acquisition on the Company's interests and strategic plans for the Enlarged Group, as outlined in paragraph 3 of Part V of the Admission Document. In providing its advice to the Independent Directors, Grant Thornton has taken into account the commercial assessments of the Independent Directors.

Accordingly, the Independent Directors recommend that the Independent Shareholders vote in favour of Resolution 1 and that Shareholders vote in favour of all other Resolutions to be proposed at the General Meeting, as the Independent Directors intend to do in respect of their own beneficial holdings which amount, in aggregate, to 35,000,000 Existing Ordinary Shares, representing approximately 4.10 per cent. of the Existing Ordinary Shares.

CHANGE OF NAME

On completion of the Acquisition, the Company will be renamed Potentially AI PLC by a resolution of the Directors.

PROPOSED RECLASSIFICATION AS A TRADING COMPANY

Tiger is currently an investing company under the AIM Rules for Companies. Following the Acquisition, the Company will be re-admitted to trading on AIM as a trading company.

ADMISSION, SETTLEMENT AND TRADING

Application for admission to trading on AIM of the Enlarged Share Capital (consisting of the New Ordinary Shares following the Share Consolidation, the Consideration Shares, the Fundraise Shares and the Retail Shares) will be made to the London Stock Exchange in due course. Admission is expected to take place at 8.00 a.m. on or around 13 July 2026, subject to the passing of the Resolutions and the satisfaction of all other conditions. The expected timetable of events can be found at the end of this announcement.

RESTORATION OF TRADING

The Company's Existing Ordinary Shares were suspended from trading on AIM on 15 April 2026 and will be restored from 7.30 a.m. today following publication of the Admission Document.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of the Admission Document	22 June 2026
Posting of the Admission Document	24 June 2026
Latest time and date for receipt of Forms of Proxy	2.00 p.m. (London time) on 8 July 2026
General Meeting	2.00 p.m. (London time) on 10 July 2026
Announcement of result of General Meeting	10 July 2026
Record Date of the Share Consolidation	6.00 p.m. (London time) on 10 July 2026
Admission and commencement of dealings in the Enlarged Share Capital on AIM	13 July 2026
Completion of the Acquisition	13 July 2026
CREST accounts credited in respect of Fundraise Shares	13 July 2026
Dispatch of definitive share certificates (where applicable)	By 24 July 2026

Note: Each of the times and dates set out above may be subject to change. All references are to London time unless otherwise stated. Temporary documents of title will not be issued.

FUNDRAISE AND ADMISSION STATISTICS

Number of Existing Ordinary Shares in issue at the date of the Admission Document	853,943,988
Number of Treasury Shares in issue	450,000
Total Existing Voting Rights	853,493,988
Share Consolidation	1:10
Number of New Consolidated Ordinary Shares in issue following the Share Consolidation	85,394,398
Number of Treasury Shares in issue following the Share Consolidation	45,000
Total Voting Rights following the Share Consolidation	85,349,398
Consideration and Fundraise Price	5 pence
Number of Consideration Shares to be issued pursuant to the Acquisition	200,000,000
Number of Fundraise Shares	95,000,000
Maximum Number of Retail Shares(1)	5,000,000
Maximum Enlarged Issued Share Capital on Admission(1)	385,394,398
Maximum Enlarged Total Voting Rights on Admission(1)	385,349,398
Maximum Warrants outstanding as a percentage of the Enlarged Share Capital on Admission(1)	8.0 per cent.
Market capitalisation following Admission at the Fundraise Price(1)	£19,269,720
Percentage of the Enlarged Share Capital not in public hands(1)	50.9 per cent.
Gross proceeds of the Fundraise	£4.75 million
Estimated net proceeds of the Fundraise	£3.9 million
Maximum gross proceeds of the Retail Offer(1)	£250,000
Current Trading symbol (TIDM)	TIR
TIDM at Admission (subject to Shareholder consent)	AGI
Current ISIN	GB00BTY5RC40
Current SEDOL	BTY5RC4
ISIN at Admission (subject Shareholder consent)	GB00BTDN2T17
SEDOL at Admission (subject Shareholder consent)	BTDN2T1
Legal Entity Identifier (LEI)	213800F2MNUEMO8VWP26

⁽¹⁾ Assumes the Retail Offer is taken up in full.

For further information please contact:

Tiger Alpha Plc	Jonathan Bixby	[phone]
Grant Thornton UK LLP                     (AIM Nomad)	Samantha Harrison / Harrison Clarke / Ciara Donnelly /  Elliot Peters	[phone]
Fortified Securities      (Broker)	Guy Wheatley Email: [e-mail]	[phone]

Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Admission Document, unless the context provides otherwise.

 

END