Proposed Change of Investing Policy & Notice of GM

Truetide PLC

21 August 2026

 

21 August 2026

Truetide plc

("Truetide" or the "Company")

Proposed change to Investing Policy, publication of circular and notice of General Meeting

Truetide plc, the AIM quoted investing company, announces that it is today posting a circular to Shareholders (the "Circular") convening a general meeting of the Company (the "General Meeting") at which Shareholders will be asked to approve a change to the Company's investing policy for the purposes of the AIM Rules.

The General Meeting will be held at the offices of China Ventures Ltd, Unit 2, Common Farm, Common Lane, Mappleborough Green, Warwickshire, B80 7DP at 9.30 a.m. on 7 September 2026. A single ordinary resolution will be proposed to seek approval to change the investing policy (the "Resolution").

As announced at the Company's annual general meeting on 24 July 2026, the Board intends to broaden the Company's investing policy, which was last approved by Shareholders on 28 July 2023 (the "Existing Investing Policy"), so as to permit the Company to build a balanced portfolio of long and defined-risk short exposures to companies affected by developments in artificial intelligence. The proposed policy (the "New Investing Policy") is set out in full below.

The Company is an investing company for the purposes of the AIM Rules. AIM Rule 8 requires an investing company to state and follow an investing policy and to obtain the prior consent of its shareholders at a general meeting for any material change to that policy. The proposed addition of the AI-focused strategy constitutes a material change to the Existing Investing Policy. Its adoption is therefore conditional on the passing of the Resolution.

Background to and reasons for the proposed amendment

The Board believes that the market for companies exposed to artificial intelligence has divided into two materially different propositions. On one side are a small number of businesses with large, cash-generative franchises which adopt artificial intelligence to strengthen what they already own. On the other is a considerably larger group whose valuations depend on the continuation of a very substantial capital-spending cycle and, increasingly, on continued access to new debt and equity to fund it.

In light of these dynamics, the Board believes it is appropriate to broaden the Investing Policy to enable the Company to make investments in the artificial intelligence sector. Having taken into account the Company's current portfolio and the opportunities which the Board sees in the market for companies exposed to artificial intelligence, the Board considers that the proposed amendment to the Investing Policy is in the best interests of the Company and its Shareholders as a whole, and that it should deliver the following principal benefits:

·      it enables the Company to position its portfolio to benefit from companies that are well placed to capitalise on developments in artificial intelligence, while also allowing selective short positions, taken only through purchased options so that the maximum loss is fixed at the premium paid, in relation to companies whose valuations the Board considers may be difficult to sustain;

·      it provides a more balanced long and short approach which the Board considers may offer improved risk-adjusted returns in a rapidly evolving technology and artificial intelligence landscape;

·      it expands the investment universe for the AI-focused strategy across global markets while retaining the flexibility to continue managing the existing portfolio under the broader technology and knowledge-intensive framework; and

·      it introduces express exposure limits and restrictions on gearing, cross-holdings and permitted instruments.

The proposed New Investing Policy

The New Investing Policy, which is subject to the approval of Shareholders at the General Meeting and which would take effect immediately following the conclusion of that meeting, is set out in full below. The Existing Investing Policy is set out in full in Section 1 of Part 2 of the Circular.

Truetide's investing strategy is comprised of two limbs: (i) an AI focussed strategy; and (ii) a UK focused earlier and later stage technology strategy.

AI-Focused Strategy

The Group will invest in a balanced portfolio of long and defined-risk short exposures to companies affected by developments in artificial intelligence and related enabling technologies. The objective is capital growth derived from the difference in outcome between companies the Board considers durably positioned to benefit from those developments and companies the Board considers unlikely to sustain their present valuations.

On the long side, the Group may invest in equity and equity-related instruments of listed and unlisted companies, in any geography, whose businesses the Board considers well positioned to benefit from developments in artificial intelligence and related enabling technologies. On the short side, the Group may acquire exchange-traded put options and exchange-traded option spreads referencing listed equity securities, indices or exchange-traded funds, and may acquire exchange-traded options for the purpose of establishing protective collars over long holdings, or for the purpose of hedging the portfolio as a whole against broad market movements.

Long positions will be acquired outright in the market. Short exposure will be obtained exclusively by purchasing options, so that the Group's maximum loss on each such position is fixed at the premium paid when the position is opened. The Group will not obtain short exposure by any other means. Implementation will be funded from the Group's existing cash resources and from the orderly realisation of its non-core listed holdings, and not from borrowing.

Long positions in listed companies will typically be held passively for capital growth over a two to five year horizon. Long positions in unlisted companies will typically involve active management. Option positions will typically be acquired with a remaining life of between six and twenty-four months, may be held to expiry, and may expire worthless.

Early and later-stage Technology Strategy

This limb of the Group's strategy is to invest in early and later-stage businesses, primarily in the technology sector, but it will also consider opportunities in other sectors that are knowledge intensive, such as healthcare and professional services.

The Group will target investments in both unlisted and listed companies, where there is potential for significant growth. Investments are expected to be mainly in the form of equity and equity-related instruments, including convertible debt instruments in certain circumstances.

The Group may acquire investments directly or by way of holdings in intermediate holding or subsidiary entities. The Group might also invest in limited liability partnerships and other forms of legal entity. Where possible, the Group will seek investor protection rights, as determined by the Board. The Group may offer its Ordinary Shares in exchange for shares in investee businesses in addition to a cash investment in such businesses.

For unlisted company investments, the Group targets companies at different stages of development, ranging from those which are just starting to trade to those which are expecting to achieve an IPO in the short term, thus providing portfolio diversification. These investments will typically involve active investment management.

The Group, where appropriate and deemed by the Board to be in the Group's best interests, may seek a position on the boards of unlisted investee companies. The Group, where appropriate, will assist the board and management of investee companies, including helping to scale management teams, informing strategy and assisting with future financing.

For listed company investments, the Group targets investments where the Board considers the shares are undervalued but there are opportunities for significant growth. These investments will typically involve passive investment management, although the Board may take a more active approach if it considers there is a need to effect change.

Truetide may occasionally invest in companies that are in rescue or distress situations where a value-creating opportunity has been identified. The Group will generally take a minority stake in a business and look for investments where there is a good prospect of an exit in a two to five year time period.

As risk reduces, the Group may increase its investment in subsequent rounds of funding and, as those businesses grow, may find itself holding a controlling interest in some trading companies. However, in such instances the Board will ensure that there is sufficient separation between the Group and the investee company so that the investee company does not become a trading company of the Group.

Provisions applying to the Investing Policy as a whole

Exposure limits

The following limits apply, in each case measured at the time the relevant position is entered into and by reference to the Group's most recently reported net asset value:

·      there are no restrictions on what proportion of the Group's net assets can be allocated to each limb of the investing strategy;

·      no single long position will exceed 30 per cent. of net assets;

·      the aggregate premium paid for option positions held at any time will not exceed 25 per cent. of net assets.

A limit is not breached by a subsequent change in valuation. Where a limit is exceeded by reason of a change in valuation, the Group will not add to the relevant position until the limit is restored.

Gearing

The Company's Articles authorise the Directors to borrow money where they consider it appropriate to do so.

Cross-holdings

Where the Group issues Ordinary Shares as consideration for an interest in another company, such cross-holdings will not exceed 30 per cent. of the Company's issued share capital in aggregate from time to time.

Investing restrictions

The Group will not:

·      engage in short selling of securities, whether covered or uncovered;

·      write, sell or grant any option, other than the sale of a call option forming part of a protective collar over a long holding actually held by the Group, and the sale of a put option forming part of an option spread (including an option spread referencing an index or exchange-traded fund) where the Group's maximum loss on the spread as a whole remains limited to the net premium paid;

·      enter into contracts for difference, total return swaps, spread bets, or any other instrument creating synthetic, unfunded or unlimited exposure;

·      enter into any position where the Group's maximum possible loss cannot be quantified at the time the position is entered into;

·      acquire an interest which would result in an investee company becoming a trading company of the Group without sufficient separation being maintained; or

·      carry on any regulated activity requiring authorisation under the Financial Services and Markets Act 2000 in its own name, unless the appropriate permissions are in place.

Nature of returns

The Group seeks to deliver returns to Shareholders through capital growth, reflected in the net asset value and share price of the Company. The Company does not expect to pay a dividend in the foreseeable future, although the Board may declare a dividend or return capital, including following a significant realisation, where it considers it appropriate.

Duration

The Company has an indefinite life. There is no date by which the Company is required to have made any investment, and no date by which it is required to return capital to Shareholders.

Reporting

The Group will report on the implementation of the Investing Policy, including the composition of the portfolio and the aggregate option premium at risk, at least twice a year, at the time of publication of its full year and interim results.

Valuation

Option positions will be valued by reference to the closing price of the relevant series on the exchange on which it is traded, or, where no reliable price is available, at a value determined by the Board on a basis disclosed in the relevant report.

Cash management activities

Pending investment or other deployment, the Group may hold cash or near-cash assets without restriction. The Company intends to manage excess liquidity in a prudent manner, which may include deposits with approved institutions, money market funds or short-dated UK government securities.

Definitions

"exchange-traded fund" means a fund whose shares or units are admitted to trading on a recognised investment exchange; and, for the purposes of this Policy, references to a "listed equity security" include the shares or units of an exchange-traded fund, and references to an option "referencing" a security, index or fund include an option that is cash-settled by reference to it.

General Meeting and recommendation

The Resolution will be proposed as an ordinary resolution and will be passed if more than half of the votes cast are in favour. In line with the Company's paperless communications strategy, Shareholders will not receive a form of proxy with the Circular and are instead asked to appoint a proxy by one of the methods described in the Circular and in the notes to the notice of General Meeting. Appointments of proxy must be received by the Company's registrar, MUFG Corporate Markets, not later than 9.30 a.m. on 3 September 2026.

The Board considers the proposed amendment to the Investing Policy to be in the best interests of the Company and its Shareholders as a whole and recommends that Shareholders vote in favour of the Resolution, as the Directors intend to do in respect of their own beneficial holdings which, as at 20 August 2026, being the latest practicable date prior to the publication of the Circular, amount in aggregate to 23,541,610 Ordinary Shares, representing approximately 29.99 per cent. of the Company's total voting rights.

Availability of the Circular

A copy of the Circular is being posted to Shareholders today and is available on the Company's website at www.truetide.co.uk. Capitalised terms used but not defined in this announcement have the meanings given to them in the Circular.

For further information:

Truetide plc	Tel: [phone]
Trevor Brown, Chief Executive Officer Viv Hallam, Executive Director
Allenby Capital Limited (Nominated Adviser and Joint Broker)	Tel: [phone]
James Reeve / Ashur Joseph
AlbR Limited (Joint Broker)	Tel: [phone]
Duncan Vasey / Lucy Williams

 

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