WeShop Holdings Limited, Conversion of Convertible Loan Notes and Extension of Discounted Capital Bond Repayment Date

Certain information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR") as applied in the United Kingdom. Upon publication of this Announcement, this information is now considered to be in the public domain.

WeCap plc

AQSE: WCAP

("WeCap" or the "Company")

WeShop Holdings Limited

Conversion of Convertible Loan Notes

Extension of Discounted Capital Bond Repayment Date

WeCap plc is pleased to announce that it has converted all of the Convertible Loan Notes (“CLNs”) it holds in WeShop Holdings Limited (“WeShop”) into new ordinary shares in WeShop.  As a result of the conversion WeCap will be issued with 3,208,333 shares in WeShop (“Conversion Shares”).  This increases WeCap’s  potential total holding in WeShop to 16.2%, the composition of which is outlined below.  Furthermore, WeCap has agreed the extension of the Discounted Capital Bond it has issued to Hawk Holdings by a further 18 months.  The DCB will now become repayable on 24 May 2026.

CLN Conversion

WeCap has subscribed for a total of £7.75m CLNs issued by WeShop.  Under the terms of the CLNs WeCap had the right to convert these investments into ordinary shares of WeShop on 24 November 2024. 

On 19 November 2024, the Company announced that WeShop had confirmed that, as part of its listing process on a recognised stock exchange, WeShop’s audited accounts for the 12-month periods ending 31/12/2022 and 31/12/2023 have been signed off by their US auditor that is Public Company Accounting Oversight Board ("PCAOB") compliant.

Following this news, the Company has elected to convert the CLNs.  The breakdown of the CLNs and results of conversion are outlined in the table below:

Instrument	Conversion Price	Resultant Equity
£4m CLN in WeShop	£3 per share	1,333,333 shares in WeShop
£3.75m CLN in WeShop	£2 per share	1,875,000 shares in WeShop
Total		3,208,333 shares in WeShop

Following the conversion of these CLNs, WeShop will have 31,937,969 Ordinary Shares in issue.  The Conversion Shares will represent approximately 10.05% of the WeShop issued share capital. 

In addition to the Conversion Shares, WeCap also holds 23.5% of Community Social Investments Limited (“CSIL”), a private company whose only asset is 8,333,333 shares in WeShop.  In the event that CSIL makes a distribution in specie of these shares to CSIL’s shareholders, the Directors believe that the Company would receive up to a further 1,958,333 shares in WeShop, increasing WeCap’s holding in WeShop to a total of 5,179,090 Ordinary Shares representing approximately 16.2% of WeShop’s issued share capital. 

Based on the issue price of WeShop’s Ordinary Shares in the last equity raise completed by WeShop  at £4.76 per share, the Directors anticipate the value of this aggregate holding to be around £24.6m.

Discounted Capital Bond

The Discounted Capital Bond (“DCB”) issued to Hawk Holdings Limited was due to mature on 24 November 2024, aligned with the conversion date of the CLNs.  The amount due under the DCB currently stands at £6,182,000.  WeCap and Hawk Holdings have agreed to extend the maturity date of the DCB by 18 months to 24 May 2026.  The DCB will continue to accrue interest on the same terms. 

John Taylor, Executive Director of WeCap, said:

“The recent announcement by WeShop of the completion of a PCOAB compliant audit marks a significant milestone in the process to WeShop’s listing on a recognised stock exchange.  The conversion of our CLNs in WeShop now gives WeCap a direct equity interest in WeShop and we look forward to updating the market on WeShop’s continued progress.”          

The Directors of the Company accept responsibility for the contents of this announcement.      

END

Enquiries:

Company:

[e-mail]

Corporate Advisor:

Peterhouse Capital Limited                                

Corporate Broker:                       

Tennyson Securities Limited

Peter Krens: [phone] (Direct)

About WeShop:

WeShop is a social commerce platform that allows users to shop and help each other by reviewing, asking about or recommending products. It is affiliated to the vast majority of the UK's top 1,000 online retailers.  Instead of rewarding the users with cashback, discount codes or vouchers, WeShop allows users to earn shares in the business.

WeShop intends to be 90% owned by its community of users, so the more users shop, recommend and refer friends the more shares they will own in WeShop and the more they will share in its financial success.  Users of WeShop buy products from retailers through the platform, as they would normally, but in doing so they will earn shares in WeShop and benefit from aggregation as a community and the revenue streams generated from affiliate programs, data, promotion and advertising that the community through WeShop will generate. 

WeShop intends to be the first truly shoppable social network owned by its community of users.  By creating a disruptive online model it hopes to create a retail revolution which shares the financial success of online businesses with the users of those online businesses whose data, transactions and engagement has created them in the first place.

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