| ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") | |||||||||||||||||||||||||
| | |||||||||||||||||||||||||
| COMPANY NAME: | |||||||||||||||||||||||||
|
Pathos Communications plc
| |||||||||||||||||||||||||
| COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : | |||||||||||||||||||||||||
|
Pathos Communications plc 101 New Cavendish Street 1st Floor South London W1W 6XH United Kingdom
| |||||||||||||||||||||||||
| COUNTRY OF INCORPORATION: | |||||||||||||||||||||||||
|
England and Wales
| |||||||||||||||||||||||||
| COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: | |||||||||||||||||||||||||
|
www.pathoscommunicationsplc.com - all information required by AIM Rule 26 will be made live on admission
| |||||||||||||||||||||||||
| COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: | |||||||||||||||||||||||||
|
Pathos is a technology-enabled, human-led PR company. The Company collaborates with its clients to create and distribute articles and media across a variety of platforms, including established news outlets, digital media and podcast channels. The Company's client base comprises small-medium enterprises ("SMEs"), including micro-SMEs, which can benefit from public exposure through media and news publishers. The Company is incorporated in the UK, with its primary operations in the DIFC, United Arab Emirates.
The Company's offerings to its clients are supported by its proprietary AI-driven technologies, which are used to generate ideas, undertake market research and create news articles with limited human input required to generate highly efficient outputs.
Pathos was founded in 2019 by Omar Hamdi, who combined a background in computing, journalism and television presenting to create a rapidly scaling, technology-enabled PR and media business. The Company was established with an objective to democratise access to premium media outlets for SMEs globally.
In 2021, the Group established its global operations hub in Dubai to maximise growth and benefit from access to a global talent pool of employees, and in 2024 redomiciled to the DIFC, an English-language common law jurisdiction.
| |||||||||||||||||||||||||
| DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares): | |||||||||||||||||||||||||
|
Number of ordinary shares of £0.001 each on the capital of the Company ("Ordinary Shares") to be admitted: 66,666,666 Ordinary Shares
Issue Price: 30 pence per Ordinary Share
No Ordinary Shares held in treasury
| |||||||||||||||||||||||||
| CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: | |||||||||||||||||||||||||
|
Capital to be raised on admission: £5.0 million to be raised for the Company through the placing of new Ordinary Shares and approximately £0.6 million to be raised for the selling shareholder through the placing of existing Ordinary Shares
Anticipated market capitalisation on admission: £20.0 million
| |||||||||||||||||||||||||
| PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: | |||||||||||||||||||||||||
|
87.27%
| |||||||||||||||||||||||||
| DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED: | |||||||||||||||||||||||||
|
N/A
| |||||||||||||||||||||||||
| THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N) | |||||||||||||||||||||||||
|
No
| |||||||||||||||||||||||||
| FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known): | |||||||||||||||||||||||||
|
Mark Westcombe Elliott - Non-Executive Chairman
Omar Essam El-Din Saleh Hamdi - Chief Executive Officer and Executive Director
Adam Howard Hurst - Chief Financial Officer and Executive Director
Linda Marston-Weston - Non-Executive Director
Adetunji (Tunji) Adeboyejo Akintokun - Non-Executive Director
| |||||||||||||||||||||||||
| FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known): | |||||||||||||||||||||||||
|
Note: * - David Adam Larkin, Daniel Craig Fletcher and Andrew John Cheetham acting in their capacity as the trustees of The Festina Lente Trust, of which Omar Hamdi is a beneficiary.
| |||||||||||||||||||||||||
| NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: | |||||||||||||||||||||||||
|
N/A
| |||||||||||||||||||||||||
| (i) ANTICIPATED ACCOUNTING REFERENCE DATE (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: | |||||||||||||||||||||||||
|
i. 31 December
ii. 30 June 2025
iii. 30 June 2026 (audited annual results for the year ending 31 December 2025)
iii. 30 September 2026 (unaudited interim results for the six months ending 30 June 2026)
iii. 30 June 2027 (audited annual results for year ending 31 December 2026)
| |||||||||||||||||||||||||
| EXPECTED ADMISSION DATE: | |||||||||||||||||||||||||
|
16 December 2025
| |||||||||||||||||||||||||
| NAME AND ADDRESS OF NOMINATED ADVISER: | |||||||||||||||||||||||||
|
Strand Hanson Limited 26 Mount Row London W1K 3SQ United Kingdom
| |||||||||||||||||||||||||
| NAME AND ADDRESS OF BROKER: | |||||||||||||||||||||||||
|
Cavendish Capital Markets Limited 1 Bartholomew Close London EC1A 7BL United Kingdom
| |||||||||||||||||||||||||
| OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: | |||||||||||||||||||||||||
|
The Admission Document, which will contain full details about the applicant and the admission of its securities, will be available on the Company's website from the date of admission.
| |||||||||||||||||||||||||
| THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY | |||||||||||||||||||||||||
|
QCA Corporate Governance Code
| |||||||||||||||||||||||||
| DATE OF NOTIFICATION: | |||||||||||||||||||||||||
|
10 December 2025
| |||||||||||||||||||||||||
| NEW/ UPDATE: | |||||||||||||||||||||||||
|
Update
|
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
