RE: Look out for subscription share related selling4 Dec 2025 00:20
@masplin - Under law and regulation applicable in the UK, the Company would be obliged to publish a prospectus in the event that the total value of Ordinary Shares to be issued pursuant to the Subscription Rights exceeds EUR 8 million (the “UK Prospectus Exemption Threshold”. Given the high cost of a prospectus relative to the size of the issue, the Articles provide that the Subscription Rights exercised by Ordinary Shareholders (and by the Subscription Trustee) may be scaled back so that the issue does not exceed EUR 8 million. As at 30 October 2025 (the Latest Practicable Date), if the Subscription Rights were exercised in full, 18.6 million new Ordinary Shares would be issued, raising £9.0 million (equivalent to Euro 10.4 million) and exceeding the UK Prospectus Exemption Threshold.
As communicated in the proposals for the introduction of an annual Subscription Right, dated 4 November 2022, whilst the Board may determine in its sole discretion how such scale back should operate in the best interests all Shareholders at each Subscription Date, it is the Board’s current intention that it would scale back all Subscription Rights pro rata to their Subscription Rights on the Record Date, whether or not Shareholders have sought to exercise
such Subscription Rights.
https://www.rns-pdf.londonstockexchange.com/rns/5949F_1-2025-10-30.pdf
And for the folks who are not yet aware, the law is changing next year with the cap being removed entirely.
"Current/Transitional Regime (until January 19, 2026): The threshold was set at €8 million for the total consideration of offers of securities to the public over a 12-month period in the UK. Offers below this amount could be made without a full, FCA-approved prospectus, provided other exemptions were not triggered.
New Regime (effective January 19, 2026): The Public Offers and Admissions to Trading Regulations 2024 have introduced a new framework and the €8 million threshold no longer applies in the same way.
For companies whose securities are already traded on a market (like the Main Market or AIM), this exemption threshold is generally no longer relevant for retail offers as the rules encourage greater retail participation without requiring an automatic prospectus for certain secondary issuances."
https://www.lw.com/en/insights/the-new-uk-prospectus-regime#:~:text=Comment:%20Under%20the%20new%20regime,investors%20in%20these%20capital%20raisings.