Anemoi International Ltd: Proposed Acquisition of Trasna Solutions Technologies Limited

Anemoi International Ltd

Anemoi International Ltd

(Reuters: AMOI.L, Bloomberg: AMOI:LN)

("Anemoi" or the "Company")

  Proposed Acquisition of Trasna Solutions Technologies Limited

The Company is pleased to announce that it has entered into a non-binding term sheet (the “Term Sheet”) for the proposed acquisition of 100% of the issued share capital of Trasna Solutions Technologies Limited (“Trasna”) by way of a reverse takeover (“RTO”) (the "Proposed Transaction").

Highlights

• Acquisition of Trasna for total consideration of up to £150 million, payable entirely via the issue of new ordinary shares in Anemoi at a price of £0.02 per ordinary share, which represents a rounded book value per share as at 30 June 2025.

• Headquartered in Ireland, Trasna provides hardware and software for cellular connectivity solutions and has a presence in Ireland, France, Germany, Italy, India and the UAE

• On completion of the Proposed Transaction the Company will apply for re-admission of the enlarged group’s shares to trading on the Main Market of the London Stock Exchange in the Equity Shares (Commercial Companies) category

• The Term Sheet is binding as to exclusivity until 31 December 2025 and may only be terminated earlier by mutual consent

• Upon completion of the Proposed Transaction, it is proposed that the name of the Company be changed to “Trasna Technologies Ltd”

• The Proposed Transaction was introduced to the Company by Peterhouse Capital Ltd, its broker

Trasna Solutions Technologies Limited

About Trasna

 https://www.trasna.io/

Trasna is a global technology leader specialising in semiconductor and mobile Internet of Things (“IoT”) solutions. With more than 600 employees and 200 clients worldwide, it combines expertise in semiconductors, secure data management, edge computing, AI, and blockchain to create innovative, end-to-end solutions - from chip design and SIM manufacturing to over-the-air subscription and device management.

Trasna is a forward-thinking, technology-driven company considered more agile and leaner than traditional market players, providing value to its clients through security, efficiency, and innovation. From chip to cloud, it offers advanced solutions that connect people and devices at scale, enabling transformative experiences for mass IoT.

Trasna provides end-to-end cellular IoT solutions with a fully integrated hardware and software stack, providing complete IoT lifecycle management solutions. Trasna’s aim is the simplification of mass IoT, focusing on security, efficiency, and innovation. Trasna has been hailed as one of the most complete, innovative, and fastest-to-deploy eSIM solution providers in the World.

Rationale for the Proposed Transaction

The Directors of Anemoi consider the Proposed Transaction to be a transformational, value enhancing transaction for all Company stakeholders, and one which is fully aligned with the Company's stated strategy to identify a RTO target of size and demonstrable growth potential.     

Proposed Transaction Details

Pursuant to the Term Sheet, it is proposed that the entire issued share capital of Trasna be acquired for total consideration of up to £150 million to be satisfied entirely by the issue of new ordinary shares / depositary interests in the capital of the Company to the shareholders of Trasna (“Consideration Shares”) at a price of £0.02 per ordinary share, which represents a rounded book value per share as at 30 June 2025.

Post-RTO, the Consideration Shares will represent approximately 95% of the share capital of the enlarged group.

The Term Sheet is binding as to exclusivity until 31 December 2025 and may only be terminated earlier by mutual consent.

Upon completion of the Proposed Transaction, it is proposed that the name of the Company be changed to Trasna Technologies Ltd.

The Proposed Transaction remains subject to various conditions, including full due diligence and a fundraise at the time of the RTO and Re-admission (defined below). Due to the size of the Proposed Transaction relative to the Company's market capitalisation, the Proposed Transaction will be classified as a reverse takeover. The Company will be seeking re-admission and trading of its shares to the Equity Shares (Commercial Companies) category on the Main Market of the London Stock Exchange (“Re-admission”) and will, in due course, publish a prospectus.  

Following Re-admission, the board of Anemoi will comprise 3 directors appointed by Trasna and 2 remaining Anemoi directors, Duncan Soukup and Richard Emanuel.

Shareholders should be aware that there is a possibility that the Proposed Transaction will not proceed or that the terms may change depending upon the outcome of due diligence.  The Company will provide further updates on the Proposed Transaction in due course.

Duncan Soukup, Chairman of Anemoi, commented:

"We are extremely pleased to have signed heads of terms with Trasna. We believe the proposed transaction presents a significant, and scalable growth opportunity for both AMOI- as well as Trasna shareholders; we look forward to working with the Trasna team."

Stéphane Fund, Founder and CEO of Trasna, commented:

"This marks a defining moment in Trasna’s journey. By joining forces with Anemoi, we are opening a new chapter. One that gives Trasna the reach, visibility, and capital framework of a listed company. Our goal remains clear: to make connected devices smarter, more secure, and more accessible worldwide”

END