RE: RNS2 Jun 2025 14:30
"This notification has been made following the borrowing by capAI plc ("capAI") of 400,000,000 ordinary shares of nominal value £0.00001 each in the capital of capAI (the "Borrowed Shares") from Richard Edwards (a director of capAI designated as Executive Chairman) on 2 June 2025, pursuant to an English law governed stock loan agreement (cast as a deed) entered into between capAI and Richard Edwards dated 28 May 2025 (the "Stock Loan Agreement").capAI has stated it that expects to publish its interim results for the period to 31 March 2025 on 30 June 2025 and therefore capAI would be in a closed period (for the purposes of Regulation 2014/596/EU, which is part of the domestic law of the United Kingdom of Great Britain and Northern Ireland pursuant to the Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310) ("UK MAR")) from 31 May 2025 onwards.The Stock Loan Agreement was entered into prior to the commencement of the closed period.Mr Edwards is a person discharging managerial responsibilities (for the purposes of UK MAR) of capAI.Certain transactions, including, but not limited to, the delivery by Mr Edwards of the Borrowed Shares to capAI and the delivery by capAI of equivalent securities to Mr Edwards, under the Stock Loan Agreement will take effect during the closed period, however capAI's view is that these transactions are compliant with UK MAR as the only actions within the closed period will be the implementation of actions resulting from irrevocable decisions made and instructions provided by the board of directors of capAI prior to the commencement of the closed period (for the purposes of UK MAR).Reference has been made to the RNS published by capAI on 29 May 2025 (RNS number: 5031K), which states the total voting rights denominator is 3,231,830,636."