REG - Amazing AI PLC - Debt Settlement, Subscription, Rule 9 Waiver & ABB

17 July 2025

Amazing AI plc

("AAI", the "Company" or the "Group")

Debt Settlement, Subscription, Director Dealing

Dispensation from Rule 9 of the Code

Launch of Accelerated Bookbuild and Further Debt Settlement

Related Party Transactions and Issue of Equity

Amazing AI plc (AQSE: AAI) - 17 July 2025: AAI, a global fintech group specialising in online consumer loans, announces (i) an accelerated Rule 9 waiver in connection with a debt settlement and subscription agreement between the Company and Paul Mathieson, Chief Executive Officer of the Company; (ii) the launch of an accelerated bookbuild to raise up to £200,000, including director participation and a related party transaction, and; (iii) a further debt settlement agreement to convert existing debt into equity and issue to Paul Mathieson.

Debt Settlement, Subscription and Director Dealing

The Company has entered into an agreement with Paul Mathieson, Chief Executive Officer of the Company, to convert £300,000 of debt owed to him by the Company, via the issue of 60,000,000 new ordinary shares of £0.005 each in the Company ("Ordinary Shares") at a price of £0.005 per share ("Issue Price"), a discount of approximately 81.81 per cent. to the Company's closing mid-market share price on 16 July 2025 (the "Conversion Shares"). In addition, Paul Mathieson has subscribed for £30,261 in cash via a subscription of 6,052,200 new Ordinary Shares at the Issue Price ("Subscription Shares") (together the "Transaction" and "Transaction Shares").

The details of Paul Mathieson's shareholding immediately prior to and after the Transaction are set out below (prior to launch of the ABB and further debt conversion, as defined below):

Rule 9 of the Code on Takeovers and Mergers (the "Code") and the accelerated Rule 9 Waiver procedure

Under Note 1 on the Notes on Dispensations from Rule 9, the Panel will normally waive the requirement for a general offer to be made in accordance with Rule 9 if, inter alia, those shareholders of the company who are independent of the person who would otherwise be required to make an offer and any person acting in concert with them and do not have any interest in the transaction which may compromise their independence (the "Independent Shareholders") pass an ordinary resolution on a poll at a general meeting (a "Rule 9 Waiver Resolution") approving such a waiver.

Under Note 5(c) on the Notes on Dispensations from Rule 9, the Panel may waive the requirement for a Rule 9 Waiver Resolution to be considered at a general meeting (and for a circular to be prepared in accordance with Section 4 of Appendix 1 to the Code) if Independent Shareholders holding more than 50 per cent. of a company's shares capable of being voted on such a resolution confirm to the Panel in writing that they approve such a waiver and would vote in favour of a Rule 9 Waiver Resolution were one to be put to the shareholders of the company at a general meeting.

In accordance with Note 5(c) on the Notes on Dispensations from Rule 9, 10 Independent Shareholders holding shares carrying more than 50 per cent. of the voting rights of the Company which would be capable of being cast on a Rule 9 Waiver Resolution, have confirmed in writing to the Panel that they approve the proposed waiver and would vote in favour of any resolution to that effect at a general meeting. Accordingly, Paul Mathieson has been granted a dispensation by the Panel from making a mandatory offer under Rule 9 of the Code in relation to the Transaction.

Following the completion of the Transaction, Paul Mathieson will have an interest in the ordinary shares of the Company of 55.79 per cent. of the voting rights, representing an increase of approximately 36.85 per cent. of the Company's enlarged share capital. The Concert Party as a whole will hold, in aggregate, 60.56 per cent. of the Company's voting rights following completion of the Transaction. The Concert Party, comprising Paul Mathieson, the Company's Chief Executive Officer, Sam Prasad, a former director of the Company, and L Prasad Pty Ltd, Sam Prasad's father's investment vehicle, will hold more than 50 per cent. of the Company's voting share capital and as a result would then be able, subject to Note 4 on Rule 9.1, to acquire further shares in the Company without incurring any obligation under Rule 9 to make a mandatory offer.

Launch of Accelerated Bookbuild and Further Conversion of Debt

In addition to the Transaction, the Company announces the launch of an accelerated bookbuild, to raise up to £200,000 through the issue of up to 40,000,000 new Ordinary Shares in the Company ("ABB Shares") at the Issue Price (the "ABB"). Paul Mathieson, Chief Executive Officer of the Company has indicated his commitment as a cornerstone investor and largest shareholder to invest £50,000 in the ABB by subscribing for 10,000,000 new Ordinary Shares at the Issue Price.

Any funds raised through the ABB will be used in support of the Company's Bitcoin Treasury Policy, details of which were set out in the announcements of 24 June, 27 June and 1 July 2025, and for general working capital purposes

The ABB will open at 4:30 p.m. on 17 July 2025 and is expected to close at 8:30 a.m. on 18 July 2025. The result of the ABB and the associated Admission and Total Voting Rights details will be announced by the Company as soon as practicable thereafter. Institutional investors should contact Oberon Capital, the Company's broker, at corporatesales@oberoninvestments.com, to take part. 

Additionally, Paul Mathieson has elected to convert a further £50,000 of debt owed to him by the Company, via the issue of 10,000,000 new Ordinary Shares in the Company at the Issue Price (the "Further Conversion Shares") ("Further Debt Conversion") which will take place following completion of the ABB.

Related Party Transactions

The participation in the Transaction, the ABB and the Further Debt Conversion by Paul Mathieson, Chief Executive Officer of the Company are related party transactions pursuant to Rule 4.6 of the AQSE Growth Market Access Rulebook. The Directors of AAI independent of the related party transactions, being Neil Patrick and Glendys Aguilera, confirm that, having exercised reasonable care, skill and diligence, the terms of the related party transactions are fair and reasonable, insofar as the shareholders of AAI are concerned.

Admission and Total Voting Rights

The Transaction Shares will rank pari passu in all respects with the existing ordinary shares of the Company. Application has been made for the 66,052,200 Transaction Shares to be admitted to trading on AQSE Growth Market ("Admission") and it is expected that Admission will take place on, or around, 23 July 2025.

Following Admission of the Transaction Shares, the Company's enlarged issued share capital will comprise 179,230,759 ordinary shares. The Company does not hold any shares in treasury. The figure of 179,230,759 ordinary shares 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 in their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company accept responsibility for the contents of this announcement.

Enquiries:

TERMS AND CONDITIONS OF THE ACCELERATED BOOKBUILD

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE ACCELERATED BOOKBUILD. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) PERSONS WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE QUALIFIED INVESTORS (FOR THE PURPOSES OF THIS ANNOUNCEMENT REFERRED TO AS "EEA QUALIFIED INVESTORS"), AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) AS AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS REGULATION"); AND/OR (B) IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS (FOR THE PURPOSES OF THIS ANNOUNCEMENT REFERRED TO AS "UK QUALIFIED INVESTORS"), AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION")  (ACTING AS PRINCIPAL OR IN CIRCUMSTANCES TO WHICH SECTION 86(2) OF FSMA APPLIES) WHO ARE (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OR ANY OTHER APPLICABLE LAW OR REGULATION OF ANY JURISDICTION. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE ACCELERATED BOOKBUILD OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

RELEVANT CLEARANCES HAVE NOT BEEN, NOR WILL THEY BE, OBTAINED FROM THE SECURITIES COMMISSION OF ANY PROVINCE OR TERRITORY OF CANADA; NO PROSPECTUS HAS BEEN LODGED WITH OR REGISTERED BY, THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION OR THE JAPANESE MINISTRY OF FINANCE OR THE SOUTH AFRICAN RESERVE BANK; AND THE PLACING SHARES HAVE NOT BEEN, NOR WILL THEY BE, REGISTERED OR QUALIFIED FOR DISTRIBUTION, AS APPLICABLE UNDER OR OFFERED IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE, PROVINCE OR TERRITORY OF THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, OR SOUTH AFRICA. ACCORDINGLY, THE PLACING SHARES MAY NOT (UNLESS AN EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS APPLICABLE) BE OFFERED, SOLD, RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SALE, RESALE OR DELIVERY WOULD BE UNLAWFUL.

EACH PARTICIPANT IN THE ACCELERATED BOOKBUILD ("PLACEE") SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE PLACING SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR ORDINARY SHARES.

About Amazing AI plc

Amazing AI plc (AAI) is an AI driven, consumer finance fintech innovator that leverages its regulated licensed lending and collections operations, experience and network to distribute best-of-breed AI finance related services globally, specifically focused on lending, collections and debt financing services. AAI operates under the consumer brand Mr. Amazing Loans in the United States with state consumer lending licenses/certificates of authority and an established track-record of lending, collections and regulatory compliance for over 14 years. AAI intends to investigate further utilisation of AI in its own US consumer lending operational processes and seek additional strategic collaborations, joint ventures and acquisitions in the AI sector globally, including in AI deception detection services to increase underwriting and collections performance. AAI also plans to investigate the potential to conduct its own enhanced product/service development, territory customisation and new service initiatives.

For more information please visit: www.investmentevolution.com/investors  

Important Notices

Amazing AI plc (the "Company") intends to hold treasury reserves and surplus cash in bitcoin. Bitcoin is a type of cryptocurrency or crypto asset. Whilst the Board of Directors of the Company considers holding bitcoin to be in the best interests of the Company, the Board remains aware that the financial regulator in the UK (the "Financial Conduct Authority" or "FCA") considers investment in bitcoin to be high risk. At the outset, it is important to note that an investment in the Company is not an investment in bitcoin, either directly or by proxy. However, the Board of Directors of the Company consider bitcoin to be an appropriate store of value and growth for the Company's reserves and, accordingly, the Company is materially exposed to bitcoin. Such an approach is innovative, and the Board of Directors of the Company wish to be clear and transparent with prospective and actual investors in the Company on the Company's position in this regard.

The Company is neither authorised nor regulated by the FCA and cryptocurrencies (such as bitcoin) are unregulated in the UK. As with most other investments, the value of bitcoin can go down as well as up, and therefore the value of bitcoin holdings can fluctuate. The Company may not be able to realise any future bitcoin exposure for the same as it paid in the first place or even for the value the Company ascribes to bitcoin positions due to these market movements. As bitcoin is unregulated, the Company is not protected by the UK's Financial Ombudsman Service or the Financial Services Compensation Scheme.

Nevertheless, the Board of Directors of the Company has taken the decision to invest in bitcoin, and in doing so is mindful of the special risks bitcoin presents to the Company's financial position. These risks include (but are not limited to): (i) the value of bitcoin can be highly volatile, with value dropping as quickly as it can rise. Investors in bitcoin must be prepared to lose all money invested in bitcoin; (ii) the bitcoin market is largely unregulated. There is a risk of losing money due to risks such as cyber-attacks, financial crime and counterparty failure; (iii) the Company may not be able to sell bitcoin at will. The ability to sell bitcoin depends on various factors, including the supply and demand in the market at the relevant time. Operational failings such as technology outages, cyber-attacks and comingling of funds could cause unwanted delay; and (iv) crypto assets are characterised in some quarters by high degrees of fraud, money laundering and financial crime. In addition, there is a perception in some quarters that cyber-attacks are prominent which can lead to theft of holdings or ransom demands. The Board of Directors of the Company does not subscribe to such a negative view, especially in relation to bitcoin. However, prospective investors in the Company are encouraged to do their own research before investing.

Caution Regarding Forward Looking Statements

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not a guarantee of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

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