Anemoi enters into amended and updated binding Sale and Purchase Agreement to acquire Trasna, Share Consolidation and Warrantholder Surrender and Subscription Offer

Anemoi International

Anemoi International Ltd

(Reuters: AMOI.L, Bloomberg: AMOI:LN)

("Anemoi" or the "Company")

Anemoi enters into amended and updated binding Sale and Purchase Agreement to acquire Trasna

  Share Consolidation

Warrantholder Surrender and Subscription Offer

Further to the Company’s announcement dated 22 December 2025 in respect of the proposed acquisition of the Trasna group of companies, the Company is pleased to announce that it has entered into an amended and updated share purchase agreement to acquire 100% of the entire issued share capital of Trasna Solutions FZ LLC (“Trasna”) (“SPA”) by way of a reverse takeover (“RTO”) (the "Proposed Transaction").

Highlights

• Binding SPA values Trasna at an enterprise value of $150,000,000
• Consideration payable via the issue of new Anemoi shares at a maximum price of £0.02 per ordinary share
• Proposed consolidation of Company’s shares and change of name to Trasna Ltd on completion of RTO
• Offer to current warrant holders to allow temporary re-pricing and exercise of outstanding warrants at £0.02 per ordinary share

Background

• Acquisition of Trasna on an enterprise value of $150,000,000, payable via the issue of new ordinary shares in Anemoi at a price of £0.02 per ordinary share less the amount of  cash required to repay the outstanding debt of Trasna’s parent company (Trasna Solutions Technologies Limited, Ireland) of $40,000,000 plus accrued interest estimated to amount to ~$8.5m to ~$10m at the time of closing, to be paid from the RTO placing proceeds (“Consideration”), based on the following Formula:

Enterprise value - (Debt + Accrued Interest) = Value of Shares to be Issued 

or

$150m – ($40m + ~$10m) = ~$100m (or ~3.8bn shares)

It is anticipated that, at the closing of the RTO, the Company will undertake a consolidation of the number of shares outstanding, to reduce the number of shares outstanding to a reasonable number, which will result in an increase in the price of the Company’s shares, such that a 1 for 100 reverse stock split (consolidation) would result in the number of shares in issue being divided by 100, whilst the price of the shares would be multiplied by 100. (See Proposed Share Consolidation below).

• The SPA contains a number of conditions precedent as to completion including, inter alia, that at or prior to completion all operating Trasna group entities would be transferred to Trasna ownership.
• On completion of the Proposed Transaction the Company will apply for readmission of the enlarged group’s shares to trading on the Main Market of the London Stock Exchange in the Equity Shares (Commercial Companies) category.
• Upon completion of the Proposed Transaction, it is proposed that the name of the Company be changed to “Trasna Ltd”. 

Further Details

The Proposed Transaction also remains subject to various conditions, including due diligence and a fundraise at the time of the RTO and Readmission (defined below). Due to the size of the Proposed Transaction relative to the Company's market capitalisation, the Proposed Transaction will be classified as a reverse takeover. The Company will be seeking readmission and trading of its shares to the Equity Shares (Commercial Companies) category on the Main Market of the London Stock Exchange  and will, in due course, publish a prospectus.  

Shareholders should be aware that there is a possibility that the Proposed Transaction will not proceed or that the terms may change depending upon the outcome of due diligence.  

Proposed Share Consolidation

Due to the large number of shares to be issued as part of the Consideration at the closing of the RTO, the Board is considering a consolidation of the Company’s existing ordinary shares on the basis of 1 new ordinary share for every 100 existing ordinary shares held (the “Share Consolidation”).

Under the Share Consolidation, every  100 existing ordinary shares will be consolidated into 1 new ordinary share. The effect of the Share Consolidation will be to reduce the number of ordinary shares in issue by a factor of 100.

The Share Consolidation is being contemplated in order to reduce the number of shares outstanding and to create a share price level that the Directors believe is more appropriate for the enlarged group and improve marketability to a broader range of investors post-RTO.

Entitlements arising under the Share Consolidation will be rounded down to the nearest whole new ordinary share. Fractional entitlements to new ordinary shares will not be issued to shareholders. Instead, such fractional entitlements will be aggregated and sold in the market for the benefit of the Company or cancelled.

The rights attaching to the new ordinary shares would be identical in all respects to those attaching to the existing ordinary shares.

The Share Consolidation will be conditional upon, among other things, admission of the new ordinary shares to trading on the Main Market of the London Stock Exchange. The Share Consolidation is expected to take effect prior to, or at, closing of the RTO, however, the Company will update the market in due course. 

 Voluntary Surrender and Subscription Offer to Existing Warrantholders

Further, the Company’s Board has resolved to invite all existing holders of A, B and C class warrants in the Company (“Warrantholders”) from the date of this announcement until  1  May 2026, to enter into a voluntary bilateral surrender and subscription arrangement with the Company.

Under the arrangement, participating Warrantholders will agree to surrender their warrants to the Company for cancellation and, in consideration, be permitted to subscribe for ordinary shares in the Company at a price of £0.02 per share. The Board believes this provides existing Warrantholders with an opportunity to participate at an early and potentially advantageous stage in the Proposed Transaction, may reduce any perceived stock overhang prior to completion of the RTO and will provide additional capital to the Company to further bolster its balance sheet ahead of the Proposed Transaction.

Accordingly, all Warrantholders are invited, on a voluntary basis, to surrender some or all of their warrants and subscribe for the corresponding number of ordinary shares at a price of £0.02per share (the “Offer”).

The Offer will apply only where the Company receives, on or before 12.00 p.m. BST on  1  May 2026, duly completed surrender and subscription documentation in the agreed form together with the full subscription monies, and the relevant surrender and subscription arrangement is approved by the Board.

Should all Warrantholders participate in the Offer, the total proceeds would be as follows:

In the event that a Warrantholder does not participate in the Offer, or the relevant surrender and subscription arrangement does not become effective, that Warrantholder will continue to hold warrants subject to the existing terms of the warrant instrument constituting that class of warrants, including as to exercise price and exercise period.

Any Warrantholders wishing to participate in the Offer should in the first instance contact the Company at the following email address: enquiries@anemoi-international.com

END