Adalan Ventures Regulatory News (ZAIM)

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 THIS ANNOUNCEMENT WAS DEEMED BY THE COMPANY TO CONTAIN INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. WITH THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

22 October 2025

Adalan Ventures Plc

("Adalan" or the "Company")

Update on Reverse Takeover

Adalan Ventures plc (the "Company" or "Adalan") is pleased to provide an update to the proposed reverse takeover Adalan previously announced on 7 December 2023. Topos Network Pte ("Topos") and the Company have reached a further non-binding agreement for the acquisition by the Company of the entire issued share capital of Topos ("Acquisition"). In addition Topos has confirmed the completion of a financing round that provides it with funds to begin expanding into new territories and further developing its existing business. Since the original Term Sheet was signed, the business of Topos has continued to grow and it now services directly and indirectly over 720,000 clients. Significant progress has also been made regarding opening up new geographies, which will now be the focus of the business both before and after the proposed Acquisition.

Update to Term Sheet

The Company has entered into a modified form of the Term Sheet signed with Topos in December 2023 to enable the continued work on a reverse takeover ("RTO"). Under this agreement Topos and the Company have granted mutual exclusivity subject to the provisions of the UK City Code on Takeovers & Mergers. Both parties are now working towards extending this exclusivity period to 31 March 2026 and targeting the execution of a reverse takeover of Topos during Q1 2026. The Company has agreed to appoint Strand Hanson Limited as its Sponsor and Financial Adviser for these purposes. Whilst the refinancing process has taken longer than originally anticipated, the Company is now collaborating with a stronger and more developed Topos business and the Board of the Company are optimistic about the growth opportunities for the combined businesses of Adalan and Topos going forward. 

All terms and conditions previously announced in the Term Sheet, with the exception of the share price which will be determined at the completion of the RTO, remain the same save that Re-Lender S.P.A. are no longer a party to this agreement.

CEO statement:

Siro Cicconi commented:

"After a fairly significant delay, I am pleased to confirm that the refinancing of Topos has been successfully completed, clearing the path for the acquisition to proceed. Having spent a significant amount of time working with the Topos team I am deeply encouraged by the opportunity that lies in front of Adalan. We have a good team focussed on executing the RTO as promptly as possible and I look forward to updating shareholders in due course"

Further announcements regarding the Acquisition and RTO will be made as and when appropriate.

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