At a General Meeting held on 5 May 2026, various resolutions were passed leading to ROI Capital Holdings International Corp subscribing for £1.93M in subscription shares and consequently acquiring 94.32% of the voting right shares in the Group. The group has disposed of all its trading subsidiaries and so at the present time has no trading activities. The circular detailing these various matters approved at a General Meeting on 5 May 2026 can be found HERE
The following intentions of ROI Capital Holdings International Corp, following its acquisition of a controlling interest, are stated in the Circular Document as follows:
the intention of ROI is (A) to work with the Board for the benefit of all Shareholders, primarily in relation to the Company meeting its working capital commitments, and (B) that:
(a) the Board will change [as described in paragraph 2 of Part I of the Circular document;
(b) the employment of each of the Executive Directors (being the only employees of the Company as at the Latest Practicable Date) will be terminated from and subject to Completion;
(c) the location of the Company’s registered office and principal place of business will be changed to Arch Law, Level 2, 8 Bishopsgate, Bishopsgate, London EC2N 4BQ with effect from, or shortly following Completion;
(d) the future business of the Group will be affected in the following manner:
(a) as a direct result of completion of the Subsidiary Sale, the Company will no longer have any subsidiaries and will be a cash shell; and
(b) to reflect ROI’s long-term commercial justification for the Subscription, which is to adopt an investment strategy to seek attractive investments in the infrastructure and resource industries, including telecommunications and related sectors, with a particular focus in Latin America. As part of this strategy, one or more operating assets acquired by ROI may be introduced into the Company in the future. Any such transactions would be subject to market conditions, applicable regulatory approvals (including under the AIM Rules) and shareholder consent where required. There can be no certainty that any such transactions will be completed or entered into, if at all;
(e) the Group does not have any research and development function;
(f) other than as stated in paragraphs 3.1(a), (b), (c) and (d) of this Part III of the Circular document, there are no strategic plans in place which will affect either the employees or the locations of the Group’s places of business;
(g) there will be no redeployment of the fixed assets of the Group (noting, as stated in paragraph 3.1(a), that following and subject to Completion the Company will be a cash shell); and
(h) there are no plans in place which affect the maintenance of any existing trading facilities for the relevant securities of the Company. It will therefore maintain the admission of its ordinary shares to trading on AIM and will continue to ensure compliance with the AIM Rules.
Policies as to future Strategy and Markets will be reported here in due course.
