29 January
2025
Dukemount Capital
Plc
(the "Company")
New
Strategy, Proposed
Change of Name,
Business Update,
Board
Changes, Directors'
Remuneration
and Grant of Share
Options and
Debt to Equity
Issuance
The Board of Dukemount Capital (LSE:
DKE) is pleased to announce that the Company is to change its name
to capAI Plc, as part of a strategic repositioning of the Company's
activities to henceforth solely focus on the Artificial
Intelligence ("Al") space and seek significant capital growth. The
Company will also change its ticker symbol to "CPAI" to reflect
these changes.
By leveraging the experience,
connectivity and existing investment exposure of the Company's
current and proposed Directors and key stakeholders, the Company
intends to become an integral participant in the nascent but
burgeoning UK AI marketplace. The Board of Directors believes that
the capAI name aligns with and better reflects the Company's
immediate strategic intentions. The Company is in advanced
discussions relating to the proposed first move by capAI into the
Al sector and shareholders can look forward to further news
regarding these matters in the near future.
The change of name will be effective once Companies House has
issued a certificate of incorporation on change
of name and a
further announcement
will be made when the name and ticker changes are formally
effective. Until such time, trading will continue
under the "DKE" stock ticker.
Highlights
•
All legacy financial and
personnel issues relating to the
Company's previous activities now addressed. Company's current running
costs now able to be met for
foreseeable future from current cash resources.
•
Strategic re-positioning, to solely focus on the
AI and Deep Tech space.
•
Intended name change to capAI Plc.
•
Board changes which include the immediate
appointment of two new Non-executive Directors.
•
First move underpinning strategic Al pivot expected imminently.
•
Grant of share options and
settlement of professional service fees.
Strategic Re-Focus
The Company intends to focus on
acquisitions, partnerships and investments in the Al and Deep Tech
space.
The Board considers that the space
is currently one of the most exciting and fast-moving sectors in
the market and that 2025 will be a pivotal and transformation year.
In particular, it is seeing compelling opportunities which have the
potential for significant capital growth.
The Company aims to adopt a very
selective and 'razor-focused' strategy in regards to acquisitions
and investments it will be making in the Al marketplace. The Board
is hopeful that the first implementation of this strategy will be
announced shortly, and will clearly demonstrate the emphasis on
'quality, not quantity'.
Change of Name
Given the new strategic focus, the
Company intends to change its name to capAI Plc.
Business Update
Whilst the last couple of years have
been extremely challenging across public capital markets globally,
the Company is delighted to report that it has now completed the
financial, commercial, regulatory and personnel restructuring of
the Company, creating the platform for today's launch of capAI
Plc
As a result of these restructuring
efforts since the Board changes last October, the Company is now
very "clean" and in a strong position to implement its new
strategic re-focus and to take full advantage of improvements in
market conditions.
The Company has a cash runway for
the foreseeable future to meet current day-to-day running costs.
Hence, stakeholders can be assured that the Board will only look to
raise additional capital as and when appropriate, and only to
directly further the Company's ambitious plans in regards to its AI
strategy.
Board Changes
In order to provide the Company with
the necessary generic financial and strategic experience and
expertise to move forward with its exciting new strategic focus,
the Company announces that Sarah Davy and Marcus Yeoman have been
appointed to the board as Non-executive Directors, with immediate
effect.
Sarah Davy, is a highly experienced
accounting and tax professional with a strong background in
strategy and significant experience in dealing with complex,
high-value and international transactions. She is a Trust and
Estate Practitioner and also a Taxation Technician. Sarah works
alongside Richard Edwards as a Partner at a boutique firm of
Chartered Accountants.
No information is required to be
disclosed by Sarah Davy, pursuant to paragraph 6.4.8R of the
Listing Rules.
Marcus Yeoman is Chairman of Medcaw
Investments PLC and was senior Non-executive Director of
reach4entertainment plc and a number of other quoted companies over
the last 20 years. He is also a Non-executive Director of a number
of private companies which have engaged him principally to assist
them with their growth strategies. His early career started with
the formation of three companies in IT infrastructure and
distribution, after which he moved into small company broking and
corporate work with Rathbone Stockbrokers Limited and Cheviot
Capital (Nominees) Limited. In 2003, Marcus established Springtime
Consultants Ltd to act as a consultant to a number of listed
companies and SME ventures with ambitious business plans in a
variety of high growth sectors.
In addition to his appointment to
the board, Marcus Yeoman holds (or has held) the following
directorships in publicly listed companies in the past five
years:
|
Current
directorships
|
Previous
directorships
|
|
Medcaw Investments PLC
|
Intosol Holdings PLC
|
|
|
Reach4Entertainment PLC
|
Marcus was appointed as a director
of Hancock Scotland on 3 March 2020. On 10 May 2022, the court
issued a winding-up order for the company, which remains ongoing
and has not yet been completed.
No further information is required
to be disclosed by Marcus Yeoman, pursuant to paragraph 6.4.8R of
the Listing Rules.
The Board are also in discussions
with other individuals, with a view to bringing to capAI,
industry-leading specialist AI knowledge either as a Director or
Adviser to the Board.
As part of the changes, Paul Gazzard
has stepped down as a Non-executive Director with immediate
effect.
Directors' Remuneration and Grant of Share
Options
To preserve cash, the Directors have
neither accrued, nor been paid, any salaries to date and Richard
Edwards has spent significant time on the Company's affairs, since
his appointment in October 2024, to tidy the Company's affairs and
bring the current strategy to fruition.
He has agreed to neither accrue, nor
be paid, a salary for a further three months and for this to
reviewed again at that stage, in light of the Company's performance
over this period. Sarah Davy and Marcus Yeoman will each
accrue an annual salary of £25,000 per annum but Sarah will be paid
only when the Company is in a position to do so.
In light of the above, the Company
has today granted options ("Options") over its ordinary shares of
£0.00001 in the Company ("Ordinary Shares") to the following
Directors on the following terms, to align themselves with
shareholders and only reward them in the event of significant share
price appreciation.
|
Share Option Terms
|
Richard
Edwards
Executive
Director Number
|
Sarah
Davy
Non-Executive Director
Number
|
Total
Number
|
|
Vesting if closing mid-market price
exceeds £0.0005*
|
160,000,000
|
40,000,000
|
200,000,000
|
|
Vesting if closing
mid-market
price exceeds £0.00010 **
|
120,000,000
|
30,000,000
|
150,000,000
|
|
Vesting if closing mid-market price
exceeds £0.0015 ***
|
120,000,000
|
30,000,000
|
150,000,000
|
*Vesting if closing mid-market price
exceeds £0.0005 and have no performance conditions attached other
than continued employment by the Company (or other Group
company).
**Vesting if closing mid-market
price exceeds £0.0010 and the appropriate Director has been in
continuous employment for six months. They have no
performance conditions attached other than continued employment by
the Company (or other Group company).
***Vesting if closing mid-market
price exceeds £0.0015 and the appropriate Director has been in
continuous employment for twelve months. They have no
performance conditions attached other than continued employment by
the Company (or other Group company).
The exercise price of the Options is
£0.000315 per share, being the closing mid-market price of an
Ordinary Share on 28 January 2025, the last practicable date prior
to the grant of the Options.
Settlement of Fees in
Shares
The Company has agreed to issue
114,285,713 new Ordinary Shares to settle outstanding professional
fees at £0.000315 per share. Included in this total are 50,793,650
shares being issued to Coat Capital Ltd (of which Richard Edwards
is a Director) in order to satisfy accountancy fees of £16,000
which included bookkeeping, preparation of the financial
statements, liaising with the auditors and taxation work. This work
was over and above his Director's duties and the fee represents a
20% reduction to the fee charged by the Company's external
accountants last year for the same work and preserves cash as
well.
The issue of these shares will be
included in the next application to the FCA and the London Stock
Exchange for admission of Ordinary Shares.
