12th Nov 2025 16:38
12th November 2025
All Active Asset Capital Limited
('AAA' or 'the Company')
Issue of convertible loan note to raise £2 million
New convertible loan note offer to all shareholders
Further investment in Sentiance to take majority stake
AAA, the technology holding company, provides an update to shareholders covering the issue of a convertible loan note, an offer to all shareholders to invest in a further convertible loan note and a further investment in the Company's key holding, Sentiance N.V. ('Sentiance'), the predictive AI motion-insights platform.
AAA has received firm commitments from new and existing investors to raise £2 million through the issue of a convertible loan note, convertible at 3p per new AAA share on the terms detailed below ('CLN1').
Additionally, a second convertible loan note is being offered to all existing eligible AAA shareholders on the same terms as CLN1, so that they can, at a minimum, follow their own pro rata entitlement to invest in the convertible loan note, which would raise a maximum additional amount of £2 million on the terms detailed below ('CLN2').
AAA intends to use the proceeds received from CLN1 primarily to subscribe for additional shares in Sentiance, following which AAA will hold 53.2% of Sentiance's issued share capital.
Key terms of CLN1
The key terms of CLN1 are as follows:
· the notes have a maximum life of three years, and are convertible into new AAA equity at 3p per AAA share
· interest is payable at 20% p.a. which will be satisfied by the issue of new AAA equity at 3p per AAA share;
· until conversion, the CLNs are secured by a charge on AAA's shares in Sentiance;
· conversion into new AAA equity is conditional upon a shareholders' resolution (to be tabled at the next AAA General Meeting) to waive pre-emption rights.
Full details of the CLN1 instrument can be found on AAA's website www.aaacap.com.
The proceeds of CLN1 will be used primarily to subscribe for new shares to be issued by Sentiance, as described below. The balance of funds raised by CLN1 will be used to finance AAA's ongoing working capital requirements.
AAA currently has 2,241,361,403 shares in issue. Assuming CLN1 is converted in full and all due interest paid, AAA will have 2,324,694,737 shares in issue.
Offer to all eligible shareholders to subscribe in CLN2
Alongside CLN1, the Company has issued a second convertible loan note, CLN2, on the same terms as CLN1. This allows all eligible shareholders to, at a minimum, follow their pro rata entitlements to invest in CLN2.
CLN2 is being offered to all eligible shareholders who may apply for as much of CLN2 as they wish. Subject to demand, shareholders may be scaled back so that, at a minimum, they receive their pro rata share. If shareholders do not subscribe for CLN2's total £2m capacity, any remaining capacity may be offered to other investors on the same terms.
It is intended that the proceeds of CLN2 will be used primarily to acquire additional new, and possibly secondary, equity in Sentiance, with any balance being used to finance AAA's ongoing working capital requirements.
The deadline for receipt of applications for CLN2 is 11am on 28th November 2025. Full details of the CLN2 instrument, an application form, and details of how to apply for CLN2 are available on the AAA website www.aaacap.com.
Further investment in Sentiance
On 24 June 2025 AAA announced it had increased its stake in Sentiance to 46.5%. Following further investment using the proceeds from CLN1, AAA's stake in Sentiance will increase to a majority equity holding of 53.2%.
As part of this latest investment, AAA has been granted a two-year option to subscribe for €20 million of additional equity in Sentiance at the same valuation as this latest round.
Sentiance has continued to make strong commercial progress in 2025 and, in anticipation of further significant growth, has recently substantially enhanced its executive board and senior staff. The additional capital invested by AAA described in this update is planned to be a part of a wider strategy of fund raising for both AAA and Sentiance in the future. AAA continues to work on these plans with its advisors. Shareholders will be kept informed of all future significant developments.
For further information:
All Active Asset Capital Limited
James Normand, ChairmanColin McQuade, Executive Director
www.aaacap.com
Burson Buchanan (Financial PR)
Chris Lane / Toto Berger
t: +44 (0)20 7466 5000
Important notice
CLN2 is not open to shareholders in the following restricted jurisdictions: the United States, Canada, Australia, Japan, New Zealand, the Republic of South Africa and any other jurisdiction where the extension or availability of the offer (and any other transaction contemplated thereby) would constitute a violation of the relevant laws and/or regulations of that jurisdiction, or where local laws and/or regulations may result in a significant risk of civil, regulatory or criminal exposure, or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which the Company regards as unduly onerous.