The information contained within this announcement is deemed by the Company to constitute inside information 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. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.
15 August 2025
Vault Ventures PLC
("Vault" or the "Company")
Completion of Acquisition of Kingbridge Capital
Issue of Equity and PDMR
Vault Ventures Plc (AQSE: VULT), a publicly traded technology development company focused on blockchain, AI, and augmented reality, is pleased to announce that, further to the announcement made on 30 July 2025, that it has now completed the acquisition of Kingbridge Capital Ltd ("Kingbridge") (the " Acquisition ") following the signing of a share purchase agreement (" SPA ").
The total consideration for the Acquisition is £750,000 (the " Consideration "), to be settled through the issuance of new ordinary shares of £0.0001 each in the Company (the "Ordinary Shares") to be issued at a price of 0.0225p per share (" Issue Price "), which is at a 50% premium to the closing bid price of 0.015p per share on 29 July 2025, (being the latest practicable date prior to the announcement of the Acquisition) and to the closing bid price on 14 August 2025 (being the latest practicable date prior to this announcement). Thus, in connection with the Acquisition, the Company will be issuing a total of 3,333,333,333 new Ordinary Shares (" Kingbridge Consideration Shares ").
Lock-in provisions will apply to the Kingbridge Consideration Shares being allotted to Kingbridge as part of this Acquisition.
System7 Acquisition
Further to its announcement on 3 July 2025, the Company has now issued the remaining Consideration Shares in connection with the acquisition of System7 (the " System7 Acquisition ").
As previously disclosed in the announcement dated 30 June 2025, the total consideration for the Acquisition is £1,000,000 (the " System7 Consideration "), to be satisfied through the issuance of new ordinary shares of £0.0001 each in the Company (the "Ordinary Shares") (the " System7 Consideration Shares "). The Consideration Shares are capped at 10% of the Company's total issued share capital, which currently comprises 21,435,329,412 Ordinary Shares. Of this, 500,000,000 Consideration Shares (the " Initial Consideration Shares ") had already been issued. The Company is now issuing the remaining 1,643,532,941 Consideration Shares (" Balance Consideration Shares" ).
Lock-in provisions will apply to the Balanc e Consideration Shares being allotted to System7 as part of this Acquisition.
Admission
Application will be made for the Kingbridge Consideration Shares and Balance Consideration Shares to be admitted to trading on the Aquis Stock Exchange Growth Market on or around 21 August 2025 (" Admission ") and will rank pari passu with the ordinary shares of the Company in issue.
Total Voting Rights
Following Admission, the Company's issued share capital will comprise 26,412,195,686 ordinary shares of £0.0001 each, with each share carrying the right to one vote. This figure may be used by shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in the Company, or a change to their interest in the Company, under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
Related Party Transaction
As Brian Stockbridge and Derek Lew are directors of both Vault and Kingbridge Capital, the Acquisition is deemed to be a related party transaction under the Aquis Rules. Having exercised reasonable care, skill and diligence, the directors (other than Brian Stockbridge and Derek Lew) consider the Acquisition to be fair and reasonable as far as the shareholders of the issuer are concerned.
As Nicolas Baxter is a director of both Vault and System 7, the issue of the Balance Consideration Shares is deemed to be a related party transaction under the Aquis Rules. Having exercised reasonable care, skill and diligence, the directors (other than Nicolas Baxter) consider the issue of the Balance Consideration Shares to be fair and reasonable as far as the shareholders of the issuer are concerned.
For more information, please visit the Company's website at: https://vaultplc.com/
The Directors of the Company take responsibility for this announcement.
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Vault Ventures Plc |
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Brian Stockbridge
Non-executive Chairman |
Via Alfred Henry |
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Alfred Henry Corporate Finance Ltd
AQSE Corporate Advisor |
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Nick Michaels, Maya Klein Wassink |
+44 (0) 20 8064 4056 |
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Fortified Securities
Broker |
Guy Wheatley +44 (0) 7493 989014
guy.wheatley@fortifiedsecurities.com
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Shard Capital Partners LLP
Broker |
Gareth Burchell
Gareth.Burchell@shardcapital.com |
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
| 1. |
Details of the person discharging managerial responsibilities / person closely associated |
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| a) |
Name |
Nicolas Baxter |
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| 2. |
Reason for the Notification |
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| a) |
Position/status |
Director |
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| b) |
Initial notification / Amendment |
Initial notification |
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| 3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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| a) |
Name |
Vault Ventures Plc |
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| b) |
LEI |
213800CBZ6E6WRDGV387 |
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| 4. |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||
| a) |
Description of the Financial instrument, type of instrument |
Ordinary shares |
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| |
Identification Code |
GB00BJDPYD55 |
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| b) |
Nature of the transaction |
Allotment of consideration shares |
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| c) |
Price(s) and volume(s) |
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| d) |
Aggregated information: · Aggregated volume · Price |
Single transaction |
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| e) |
Date of the transaction |
13 August 2025 |
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| f) |
Place of the Transaction |
Outside a trading venue |
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| 1. |
Details of the person discharging managerial responsibilities / person closely associated |
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| a) |
Name |
Brian Stockbridge |
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| 2. |
Reason for the Notification |
|||||
| a) |
Position/status |
Director |
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| b) |
Initial notification / Amendment |
Initial notification |
||||
| 3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
| a) |
Name |
Vault Ventures Plc |
||||
| b) |
LEI |
213800CBZ6E6WRDGV387 |
||||
| 4. |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||
| a) |
Description of the Financial instrument, type of instrument |
Ordinary shares |
||||
| |
Identification Code |
GB00BJDPYD55 |
||||
| b) |
Nature of the transaction |
Allotment of consideration shares |
||||
| c) |
Price(s) and volume(s) |
|
||||
| d) |
Aggregated information: · Aggregated volume · Price |
Single transaction |
||||
| e) |
Date of the transaction |
13 August 2025 |
||||
| f) |
Place of the Transaction |
Outside a trading venue |
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| 1. |
Details of the person discharging managerial responsibilities / person closely associated |
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| a) |
Name |
Derek Lew |
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| 2. |
Reason for the Notification |
|||||
| a) |
Position/status |
Director |
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| b) |
Initial notification / Amendment |
Initial notification |
||||
| 3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
| a) |
Name |
Vault Ventures Plc |
||||
| b) |
LEI |
213800CBZ6E6WRDGV387 |
||||
| 4. |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||
| a) |
Description of the Financial instrument, type of instrument |
Ordinary shares |
||||
| |
Identification Code |
GB00BJDPYD55 |
||||
| b) |
Nature of the transaction |
Allotment of consideration shares |
||||
| c) |
Price(s) and volume(s) |
|
||||
| d) |
Aggregated information: · Aggregated volume · Price |
Single transaction |
||||
| e) |
Date of the transaction |
13 August 2025 |
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| f) |
Place of the Transaction |
Outside a trading venue |
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