R8 Capital Investments PLC announced a revised fundraising structure totaling £500,000 ahead of its annual general meeting, replacing Ruskin Capital Limited with Albany Capital Limited as the primary subscriber. The capital raise includes £353,800 from a placing and subscription at an issue price of £0.00117 per share and £146,200 through convertible loan notes.
The convertible notes will convert into ordinary shares at the same price of £0.00117 per share, mature in 24 months, and carry no interest or security. Albany Capital, controlled by David Rowland, will subscribe for £80,000 in shares and £75,000 in convertible notes, while Ruskin Capital will continue to participate in the remaining portion.
Upon completion of the issuance and conversion of all notes, Albany Capital and Ruskin Capital will collectively hold 140,405,287 ordinary shares, representing 26.26% of the enlarged share capital. Their current combined stake stands at 7,926,655 shares, or 7.38% of the existing capital.
Two proposed directors, Neil Jefferey and David Mason, will each receive 14,957,265 shares, equivalent to 3.65% of the enlarged share capital post-admission. Mason will join the board as a non-executive director, a change from prior plans for an executive role.
The company’s AGM, scheduled for Friday, will include a proposal to amend Resolution 5 to authorize the issuance of up to 302,393,162 fundraising shares and an additional 124,957,265 ordinary shares upon conversion of the convertible loan notes.
