3 November 2026
PRISTINE CAPITAL PLC
("Pristine" or the "Company")
Restoration of Listing and Trading, Application for Admission of Subscription Shares, Total Voting Rights and Directorate Changes
Pristine Capital Plc (LSE: PRIS), a shell company admitted to the equity shares (shell companies) category of the Official List, announces that the listing of its ordinary shares on the Official List and trading in its ordinary shares on the Main Market of the London Stock Exchange have been restored with effect from 11.00 a.m. today, 3 November 2026 (“Restoration”).
Restoration has taken place in respect of the 1,607,241 Consolidated Ordinary Shares in issue following the Capital Reorganisation, which became effective on 30 October 2026 (ISIN: GB00BVLCTC60; SEDOL: BVLCTC6; TIDM: PRIS).
Capitalised terms used but not defined in this announcement have the meanings given to them in the circular to Shareholders dated 9 October 2026 (the "Circular"), a copy of which is available on the Company's website at www.pristinecapitalplc.com.
Admission of Subscription Shares and Completion
Application has been made for the 688,500 Subscription Shares, to be issued to RareWorld Limited (the "Investor") at the Issue Price of 10 pence per share, to be admitted to the equity shares (shell companies) category of the Official List and to trading on the Main Market of the London Stock Exchange ("Admission"). Admission is expected to take place at 8.00 a.m. on 4 November 2026. The Subscription Shares will rank pari passu in all respects with the existing Consolidated Ordinary Shares.
Completion of the Subscription and the issue of the Investor CLN, in a principal amount of £431,150, together with completion of the Settlement and the issue of the Creditor CLNs, in an aggregate principal amount of £248,395.45, is expected to take place on Admission. On Completion, the Company will receive the Investment Amount of £500,000, to be applied as set out in the Circular, and its liabilities to the Creditors will be settled in full.
Following Admission, the Company will continue to have at least 10 per cent. of its Consolidated Ordinary Shares in public hands, in accordance with UKLR 13.3.4R.
Total voting rights
Following Admission, the Company's issued share capital will comprise 2,295,741 Consolidated Ordinary Shares of 1 penny each and 160,724,100 Deferred Shares of 0.99 pence each. The Deferred Shares carry no right to vote. The Company does not hold any shares in treasury. The total number of voting rights in the Company following Admission will therefore be 2,295,741.
The above figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Directorate changes
As referred to in the Circular, Dr Wong Kai Fatt and Charles Woodgate have been appointed to the Board as non-executive Directors, subject to and with effect from Admission, and Charles Goodfellow and Stanley Davis will step down from the Board on the date of Admission.
Dr Wong and Mr Woodgate have been nominated by the Investor pursuant to its right under the Subscription Agreement to appoint at least two non-executive directors to the Board. Dr Wong is a director of the Investor and holds 100 per cent. of its issued share capital.
Following these changes, the Board will comprise Neil Sinclair (Non-Executive Director), Dr Wong Kai Fatt (Non-Executive Director) and Charles Woodgate (Non-Executive Director).
Dr Wong Kai Fatt
On Admission, Dr Wong Kai Fatt will be joining the Board as a Non-Executive Director. Directorships and further disclosures in relation to Dr Wong Kai Fatt are as follows:
Current directorships / partnerships:
Spate Precious Metals Sdn Bhd (incorporated in Malaysia)RareWorld Limited (incorporated in the British Virgin Islands)
Previous directorships / partnerships held within the last five years:
VIP Gloves Ltd (incorporated in Australia)
Through his shareholding in the Investor, Dr Wong Kai Fatt is the ultimate beneficial owner of the 688,500 Consolidated Ordinary Shares to be issued to the Investor pursuant to the Subscription and the £431,150 Investor CLN. Dr Wong does not hold any other interests in shares in the Company.
Save as set out above, there is no further information to be disclosed in respect of Dr Wong Kai Fatt pursuant to UKLR 6.4.8R.
Charles Francis Woodgate
On Admission Charles Woodgate will be joining the Board as a Non-Executive Director. Directorships and further disclosures in relation to Charles Woodgate are as follows:
Current directorships / partnerships:
Earlcross Trading LimitedGreen Date LimitedIndo-Pacific Prosperous Investments Pte. Ltd (incorporated in Singapore)
Previous directorships / partnerships held within the last five years:
East Indies Finance UK Limited
Charles does not hold any Ordinary Shares or other interests in shares in the Company.
Save as set out above, there is no further information to be disclosed in respect of Charles Woodgate pursuant to UKLR 6.4.8R.
Enquiries
For further information please visit www.pristinecapitalplc.com or contact:
Pristine Capital plc Neil Sinclair, Executive Chairman Wong Kai Fatt, Non-Executive Director |
Tel: +44 (0)7785 226666 Tel: +601 2315 0626 |
Allenby Capital Limited (Broker) Nick Naylor / James Reeve (Corporate Finance) Amrit Nahal (Sales and Corporate Broking) | Tel: +44 (0)20 3328 5656 |
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 |
|
a) | Name | RareWorld Limited |
2 | Reason for the notification |
|
a) | Position/status | Person closely associated with Dr Wong Kai Fatt, Non-Executive Chairman |
b) | Initial notification / Amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|
a) | Name | Pristine Capital plc |
b) | LEI | 213800UCZMSGWTYROR59 |
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 Identification code | (i) Ordinary shares of 1 pence each in Pristine Capital plc; ISIN: GB00BVLCTC60 (ii) Unsecured, interest-free convertible loan notes (the Investor CLN), convertible into ordinary shares of 1 pence each in Pristine Capital plc |
b) | Nature of the transaction | (i) Subscription for new ordinary shares (ii) Subscription for convertible loan notes |
c) | Price(s) and volume(s) | (i) Price: 10 pence per share; Volume: 688,500 (ii) Conversion price: 10 pence per share; Principal amount: £431,150 (convertible into up to 4,311,500 ordinary shares) |
d) | Aggregated information - Aggregated volume - Price | N/A (single transactions) |
e) | Date of the transaction | 4 November 2026 |
f) | Place of the transaction | Outside a trading venue |