RE: Wecap.... Can't sell for the next 12 months20 Nov 2025 08:13
On 25 November 2024, WeCap announced that it had converted all Convertible Loan Notes ("CLNs") it held in WeShop into
3,208,333 new ordinary shares. Having made a small equity investment in the prior year, the Company now held 3,224,090
ordinary shares in WeShop. On 15 September 2025, the Board of Directors of WeShop approved a 1-for-4 reverse stock
split of its issued share capital (the "Consolidation") in preparation for WeShop's proposed listing on NASDAQ. Pursuant to
the Consolidation on 22 October 2025, every four Class A ordinary shares in issue will be consolidated into one Class A
ordinary share, with any fractional entitlements rounded down to the nearest whole share. As a result of the Consolidation,
pre-consolidation issued shares of 43,141,029 were consolidated to 10,785,224 post-consolidation issued shares. The
WeCap equity interest of 806,022 consolidated shares therefore represents approximately 7.47% of the WeShop issued
share capital.
In addition, WeCap has a 23.5% equity shareholding in Community Social Investments Limited ("CSIL") whose sole asset is
2,083,333 consolidated shares in WeShop. Should CSIL make a distribution in specie of its WeShop shares to CSIL's
shareholders, the Directors believe that WeCap would receive up to a further 489,583 consolidated ordinary shares in
WeShop, increasing WeCap's equity interest in WeShop to a total of 1,295,605 consolidated ordinary shares representing
approximately 12.01% of WeShop's issued share capital.