Issue of Equity, CLN & Warrants
Summary by AI BETAClose X
Not for release or distribution, directly or indirectly, within, into or in the United States or to or for the account or benefit of persons in the United States, Australia, Canada, Japan or any other jurisdiction where such offer or sale would violate the relevant securities laws of such jurisdiction.
THIS ANNOUNCEMENT WAS DEEMED BY THE COMPANY TO CONTAIN INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. WITH THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
30 March 2026
Adalan Ventures Plc
("Adalan" or the "Company")
Issue of Equity, Warrants and CLN
Adalan Ventures plc (the "Company" or "Adalan") is pleased to announce it has raised gross proceeds of £405,000 to provide working capital, via a subscription for a total of 10,125,000 new ordinary shares of £0.01 par value each ("Ordinary Shares") (the "Fundraise Shares") at a price of 4 pence per new Ordinary Share ("Issue Price") (the "Fundraise"). The Issue Price represents a discount of approximately 11% to the closing mid price of the Ordinary Shares on 6 December 2023 (being the last trading date prior to the suspension of trading in the shares on the London Stock Exchange pending completion of the proposed reverse takeover of Topos Network Pte. Ltd. ("RTO").
Director & Secretary Fee Shares
In addition, as part of clearing up the balance sheet in advance of the proposed RTO, the Company has agreed to convert certain liabilities on the balance sheet into equity and a convertible loan note relating to unpaid fees for the three years until 31 December 2025.
The Company has settled £382,340 of outstanding fees and £16,905 of debt (including interest) owed to the Secretary through the of the issue of 9,981,133 new Ordinary Shares at the Issue Price ("Fee Shares"), as follows:
|
Name |
Position |
Number of Fee Shares to be issued |
|
Simon Retter* |
Company Secretary |
7,968,623 |
|
Malcolm Groat** |
Non-Executive Chairman |
2,012,510 |
* of these 7,601,123 ordinary shares will be held by Stonedale Management and Investments Ltd ("Stonedale"), a company owned and controlled by Simon Retter.
** to be held by MMM Consulting Pte Ltd, Malcolm Groat is a consultant to this company.
In addition, the Company has settled a liability with a consultant resulting in the issue of 1,609,990 new Ordinary Shares at the Issue Price.
Issue of Convertible Loan Note and Deal Fee
Siro Cicconi has agreed to apply the sum of £503,067 he is due for his director fee for the three years to 31 December 2025 to subscribe for £503,067 of convertible loan notes ("CLN Notes") constituted under a loan note instrument dated 28 March 2026 ("CLN Instrument"). The CLN Notes will automatically convert, at the Issue Price, upon the completion of the RTO, conditional upon the Company obtaining sufficient authority to allot the relevant Ordinary Shares. Siro will also have an option to convert the CLN Notes at any time (subject to regulatory restrictions). Where the Company does not have sufficient authority to allot the relevant Ordinary Shares the Company will be obliged to obtain that authority as soon as reasonably practicable.
Simon Retter through Stonedale and Siro Cicconi have been engaged on the RTO on behalf of the Company and they have agreed to continue to assist the Company with this transaction and the board has recognised that this has and will require a greater time commitment from them and so the board has been agreed to award them an additional fee for their work in respect of the RTO. Siro Cicconi will subscribe for £345,000 of convertible loan notes and Simon Retter, via Stonedale, will be issued 4,312,500 Ordinary Shares at the Issue Price ("Deal Fee Shares").
Following the issue of Deal Fee Shares, Fee Shares and Fundraise Shares ("New Shares"), the aggregate holding of the Directors and Company Secretary will be:
|
Name |
Position |
Number of Ordinary Shares held prior to the issue of New Shares |
% held prior to the issue of the New Shares |
Number of Ordinary Shares held post issue of New Shares |
% held post issue of the New Shares |
|
Siro Cicconi* |
Chief Executive Officer |
32,000,000 |
62.3 |
32,000,000 |
41.4 |
|
Simon Retter |
Company Secretary |
490,000 |
1.0 |
12,771,123 |
16.5 |
|
Malcolm Groat |
Non-Executive Chairman |
- |
- |
2,012,510 |
2.6 |
*Held through Zaim Holding SA
Issue of RTO Warrants and IPO Warrants
The Company has agreed to issue warrants over 20,000,000 Ordinary Shares to certain Directors and Paul Auger, a former director and consultant, to subscribe for new Ordinary Shares at the Issue Price ("RTO Warrants"), valid for a period of 3 years from completion of the RTO. The award of the RTO Warrants is conditional upon the RTO occurring within 12 months of the date of grant of the options and the Company having sufficient authority to allot shares.
The Company issued a number of warrants in connection with its IPO in November 2019, none of which were exercised due to unforeseen events affecting the Company's previous trading business and such warrants have now expired. The Company has agreed, subject to shareholder approval, to reissue the expired options and warrants to the Directors, Secretary and others totalling 2,975,000 new Ordinary Shares. These new warrants will have an exercise period of 3 years ("IPO Warrants") from grant (being 28 March 2026). These IPO Warrants are exercisable at 25p per Ordinary Share being the original exercise price adjusted for the share consolidation undertaken in July 2023.
The Company proposes to issue the following IPO Warrants to the Company's Directors and Secretary:
Warrants held
|
Name |
Position |
Previous holding of warrants |
Number of RTO Warrants |
Number of IPO Warrants |
Resultant holding of warrants |
|
Simon Retter* |
Company Secretary |
- |
7,312,500 |
645,000 |
7,957,500 |
|
Siro Cicconi |
CEO |
- |
12,187,500 |
1,075,000 |
13,262,500 |
|
Malcolm Groat** |
Non-executive Chairman |
- |
300,000 |
215,000 |
515,000 |
* to be held by Stonedale, a company owned and controlled by Simon Retter.
** to be held by MMM Consulting Pte Ltd, Malcolm Groat is a consultant to this company.
Other brokers and consultants have been awarded IPO Warrants over 1,040,000 Ordinary Shares.
The issue of the Ordinary Shares pursuant to the exercise of the RTO Warrants and IPO Warrants is subject to the Company obtaining shareholder authority for these issues.
Update on the RTO
The Company previously provided an update in respect of the RTO on 22 October 2025. The Company has agreed with Topos Network Pte. Ltd. ("Topos") and its owners in respect of the revisions to the term sheet dated 31 July 2023 (as amended) ("Term Sheet") to reflect, amongst other things, the changes to Adalan capital structure outlined in this announcement. The Company is also in discussion and expects to agree a loan of up to £850,000 from Topos to the Company ("Loan Agreement") to assist in funding the costs of the RTO and the Company's working capital.
Further announcements regarding the acquisition by the Company of the entire issued share capital of Topos and RTO will be made as and when appropriate.
Admission and Total Voting Rights
Following admission of the New Shares, which is expected to occur at 8.00 a.m. on or around 31 March 2026. The total number of Ordinary Shares in issue will be 77,376,123 and the total number of voting rights thereafter will be 77,376,123 and this figure may be used by shareholders 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 and Transparency Rules ("DTR").
Related Party Transactions
The issue of certain of the Director Shares, IPO Warrants, RTO Warrants and CLN Notes constitute related party transactions for the purposes of DTR 7. The details of these transactions required by DTR 7 have been disclosed above.
Siro Cicconi, CEO of the Company, commented:
"Dear Shareholders, the matters announced today represent an important milestone on the path the Company is taking towards the RTO: all material debt on the Balance sheet has now been cleared, with minimal commercial and trade liabilities remaining, which will be settled within the ordinary course of business. Despite the difficulties presented by the current general financial environment, Adalan is steadily moving towards the goal we have set ourselves, and we expect to issue further updates regarding the evolution of the RTO process in the near future "
Enquiries:
|
Adalan Ventures Plc |
|
|
Siro Cicconi |
info@adalanventures.com |
|
|
|
|
|
|
|
Strand Hanson Limited |
Tel: +44 (0) 20 7409 3494 |
|
Christopher Raggett |
|
|
Abigail Wennington |
|
|
Imogen Ellis |
|
|
|
|
Further information on the Company is available at https://adalanventures.com/
PDMR Notification Forms
The information set out below is provided in accordance with the requirements of Article 19(3) of the UK Market Abuse Regulation.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM:
|
1. |
Details of the person discharging managerial responsibilities / person closely associated |
|
|
a) |
Name |
1. Simon Retter 2. Malcolm Grout
|
|
2. |
Reason for the Notification |
|
|
a) |
Position/status |
1. Company Secretary 2. Non-executive Chairman
|
|
b) |
Initial notification / Amendment |
Initial notification |
|
3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|
|
a) |
Name |
Adalan Ventures plc |
|
b) |
LEI |
213800Z4MI9KSZA2VW72 |
|
4. |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|
|
a) |
Description of the Financial instrument, type of instrument |
Ordinary Shares of £0.01 each |
|
|
Identification Code |
GB00BMXTZ463 |
|
b) |
Nature of the transaction |
1. Issue of Director and Secretary Fee Shares in lieu of fees 2. Issue of Director and secretary Fee Shares in lieu of fees
|
|
c) |
Price(s) and volume(s) |
Price(s) 1. Issue price of £0.04 per Ordinary Share 2. Issue price of £0.04 per Ordinary Share Volume(s) 1. 7,968,623 Ordinary Shares 2. 2,012,510 Ordinary Shares
|
|
d) |
Aggregated information: · Aggregated volume · Price |
N/A |
|
e) |
Date of the transaction |
28 March 2026 |
|
f) |
Place of the Transaction |
Outside of a trading venue |
|
1. |
Details of the person discharging managerial responsibilities / person closely associated |
|
|
a) |
Name |
Simon Retter |
|
2. |
Reason for the Notification |
|
|
a) |
Position/status |
Company Secretary |
|
b) |
Initial notification / Amendment |
Initial notification |
|
3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|
|
a) |
Name |
Adalan Ventures plc |
|
b) |
LEI |
213800Z4MI9KSZA2VW72 |
|
4. |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|
|
a) |
Description of the Financial instrument, type of instrument |
Ordinary Shares of £0.01 each |
|
|
Identification Code |
GB00BMXTZ463 |
|
b) |
Nature of the transaction |
Deal Fee Shares in lieu of fees
|
|
c) |
Price(s) and volume(s) |
Price(s) Issue price of £0.04 per Ordinary Share Volume(s) 4,312,500 Ordinary Shares
|
|
d) |
Aggregated information: · Aggregated volume · Price |
N/A |
|
e) |
Date of the transaction |
28 March 2026 |
|
f) |
Place of the Transaction |
Outside of a trading venue |
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