12. STATED CAPITAL (CONTINUED)
On incorporation, the Company issued 1 ordinary share of no par value to MVI II Holdings I LP. On 28 October
2021, it was resolved that updated memorandum and articles (“Updated M&A”) be adopted by the Company
and with effect from the time the Updated M&A be registered with the Registrar of Corporate Affairs in the
British Virgin Islands, the 1 ordinary share which was in issue by the Company be redesignated as 1 sponsor
share of no par value (the “Sponsor Share”).
On 24 December 2021, the Company issued 700,000 ordinary shares and matching warrants at a price of £1 for
one ordinary share and matching Warrant. Under the terms of the warrant instrument, warrant holders are able
to acquire one ordinary share per warrant at a price of £1 per ordinary share. Warrants are accounted for as
equity instruments under IAS 32 and are measured at fair value at grant date, the combined market value of one
ordinary share and one warrant was considered to be £1, in line with the market price paid by third party
investors. A Black Scholes option pricing methodology was used to determine the fair value of the Warrants,
which considered the exercise price, expected volatility, risk free rate, expected dividends and expected term.
Warrants have been assigned a fair value of 15p per Warrant and each ordinary share has been valued at 85p
per share, therefore, on issuance of the Warrants £105,000 was recorded in the warrant reserve. Costs of
£276,000 directly attributable to the equity raise were taken against stated capital at the issuance date.
A Warrants are accounted for as equity instruments under IAS 32 and are measured at fair value at grant date.
For both the issuance on 5 March 2023 and the issuance on 14 February 2025, the A shares and matching A
Warrants were issued at a price of £1 for one A share and matching A Warrant. Under the terms of the warrant
instrument, warrant holders are able to acquire one A share per warrant at a price of £1 per A share. A Black
Scholes option pricing methodology was used to determine the fair value of the A Warrants at their respective
grant dates, which considered the exercise price, expected volatility, risk free rate, expected dividends and
expected term.
For the 600,000 A shares and matching A Warrants issued by the Company on 5 March 2023, A Warrants have
been assigned a fair value of 17p per A Warrant and each A share has been valued at 83p per share, therefore,
on issuance of the Warrants £102,000 was recorded in the warrant reserve. There were no costs directly
attributable to the issue of shares.
For the 500,000 A Shares and matching A Warrants issued by the Company on 14 February 2025, A Warrants
have been assigned a fair value of 12p per A Warrant and each A share has been valued at 88p per share,
therefore, on issuance of the Warrants £60,000 was recorded in the warrant reserve. There were no costs
directly attributable to the issue of shares.
Holders of ordinary shares are entitled to receive notice and attend and vote at any meeting of members and
have the right to a share in any distribution paid by the Company and a right to a share in the distribution of the
surplus assets of the Company on a winding up. The A Shares are ordinary equity shares with the same economic
rights as the Company's ordinary shares but without voting rights.
The Sponsor Share confers upon the holder no right to receive notice and attend and vote at any meeting of
members, no right to any distribution paid by the Company and no right to a share in the distribution of the
surplus assets of the Company on a winding up. Provided the holder of the Sponsor Share holds directly or
indirectly 5 per cent. or more of the issued and outstanding shares of the Company (of whatever class other
than any Sponsor Shares), they have the right to appoint one director to the Board.
