KR1 Plc - Proposed Share Capital Reorganisation

Wednesday, 17 July 2024

KR1 plc

(“KR1” or the “Company”)

Proposed Share Capital Reorganisation

KR1 plc (KR1:ASE), a leading digital asset investment company, announces that the Company is proposing to simplify the Company's share capital by providing a mechanism for the Company to redeem the two classes of deferred shares currently in issue, being the Deferred C Shares and Deferred D Shares (collectively referred to as the "Deferred Shares") (the "Deferred Share Redemption Proposal").

The Deferred C Shares were created in 2010 (while the Company was trading as "Guild Acquisitions plc"), following a shareholder vote to undertake a share split of the Company's Ordinary Shares then in issue. The Deferred D Shares were created in 2016 (also while the company was trading as "Guild Acquisitions plc") following a shareholder vote to undertake a further share split of the Company's Ordinary Shares then in issue. At the respective times, and under the previous management and board of Guild Acquisitions plc, the reason for these subdivisions was to allow the Company to raise capital through the issue of new Ordinary Shares (which was not possible without reducing the nominal value of the Ordinary Shares).

The Deferred Shares do not entitle their holders to receive notice of, attend or vote at general meetings of the Company (including the Extraordinary General Meeting). They only entitle their holders to vote on resolutions that seek to vary the rights attaching to the Deferred Shares themselves. In addition, the Deferred Shares do not carry any rights to dividends or participation in the assets of the Company other than a right to repayment at par on a winding up (such repayment to be deferred to repayment at par of the Ordinary Shares).

The Deferred Shares were never intended to have (and do not have) any real economic value and were simply a by-product of the share capital splits referred to above. They do not allow Deferred Shareholders to participate in the profits of the Company and only entitle Deferred Shareholders to repayment of the par value of the Deferred C Shares and Deferred D Shares respectively if the Company is wound up (which, for the avoidance of doubt, is not presently envisaged). It is quite common for companies to create deferred shares with no real economic value in order facilitate share splits.

The Board considers that the redemption of the Deferred Shares will benefit the Company and the Shareholders as a whole by allowing the Company to simplify its share capital.

It is intended that the Deferred Share Redemption Proposal be implemented by amending the Company's Articles to provide for a right for the Company to redeem the Deferred Shares at a redemption price of £1 per share class (i.e. at a total cost of £2 to redeem all of the Deferred Shares).

The Deferred Share Redemption Proposal requires the approval of the holders of the Deferred Shares at respective Class Meetings of the Deferred C Shareholders and Deferred D Shareholders, as well as the approval of Ordinary Shareholders at an Extraordinary General Meeting. Accordingly, KR1 is today issuing a circular (the "Circular") to Deferred Shareholders and Ordinary Shareholders convening Class Meetings of the Deferred Shareholders and an Extraordinary General Meeting of the Company, starting at 10.00 a.m. on 18 September 2024.

A copy of the full text of the Circular will be available at www.kr1.io. Words and expressions defined in the Circular have the same meaning in this announcement.

--ENDS--

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About KR1 plc

KR1 plc is a leading digital asset investment company supporting early-stage decentralised and open source blockchain projects. Founded in 2016 and publicly traded in London on the Aquis Growth Market (KR1:ASE), KR1 has one of the longest and most successful track records of investment in the digital assets space by investing in decentralised platforms and protocols that are emerging to form new financial and internet infrastructures.

www.KR1.io