Anemoi proposes share consolidation ahead of Trasna reverse takeover

(Alliance News) - Anemoi International Ltd on Tuesday proposed a share consolidation and voluntary surrender of warrants ahead of a planned reverse takeover.

The British Virgin-Islands registered holding company of ID4 AG in December agreed on a reverse takeover of Sym Technologies Holding Ltd, also known as Trasna Solutions FZ LLC.

The total price tag is USD150 million, paid entirely in new Anemoi shares at 2p each, minus the cash required to repay outstanding debt owed by Trasna's parent, Trasna Solutions Technologies Ltd, Ireland. The latter owes USD40.0 million plus accrued interest in the region of USD8.5 million to USD10 million.

As a result, Anemoi expects to pay roughly USD100 million in shares for Trasna. On Tuesday, it noted that it has entered an updated binding sale and purchase agreement, and that it plans to carry out a 100-to-1 share consolidation.

"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," Anemoi noted on Tuesday.

Additionally, Anemoi has invited all existing holders of A, B and C class warrants valid until May 1 "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 GBP0.02 per share".

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

It sees this giving warrant holders "an opportunity to participate at an early and potentially advantageous stage" in the reverse takeover and acquisition of Trasna, whilst reducing perceived stock overhang and helping Anemoi "to further bolster its balance sheet".

If all warrantholders take part in the voluntary surrender and subscription offer, Anemoi expects the total proceeds to be around GBP1.9 million.

Anemoi shares rose 4.2% to 1.62 pence on Tuesday morning in London.

Trasna specialises in eSIM secure provisioning technology. At the end of February, it outlined an expanded collaboration with Cambridge, England-based peer Kigen.

The joint venture covers eSIM services and data management, including over-the-air subscriptions and device management, Trasna explained. It will run from servers in Dublin and Dubai, "helping enterprises simplify mass-scale [internet of things] with a focus on security, efficiency, and automation," according to Trasna.

Anemoi Chair Duncan Soukup noted in March: "It is our understanding that Trasna hopes to compete for up to 10% to 15% of the eSIM market, estimated to amount to USD5.8 billion by 2030, which has the potential to represent a very substantial annual revenue opportunity for the company over the medium to long term."

Once the reverse takeover completes, Anemoi will change its name to Trasna Ltd and apply for readmission to the Equity Shares (Commercial Companies) category of the London Stock Exchange. The deal remains subject to the transfer of all operating Trasna group entities into Trasna (Abu Dhabi), completion of due diligence and a fundraise at the time of the reverse takeover.

By Holly Munks, Alliance News reporter

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