The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain

26 August 2025

LifeSafe Holdings plc

('LifeSafe', the 'Company or the 'Group')

Result of £0.7m Subscription

Proposed Retail Offer

Proposed Cancellation of the Enlarged Share Capital from AIM

Posting of Circular to Shareholders and Notice of General Meeting

Highlights:

·    Successful equity subscription raising £0.7m and proposed Retail Offer (via BookBuild) to raise up to a further £0.5m

·    Net proceeds of the fundraise will strengthen the Group's current balance sheet and provide the necessary working capital to support its scale up

·    The issue price of 3.0 pence per new Ordinary Share represents a discount of 7.7 per cent. to the closing share price on 22 August 2025

·    Both the Subscription Shares and Retail Offer Shares are expected to qualify for EIS and VCT

·    A General Meeting of the Company will take place at 11.30 a.m. on 12 September 2025 to approve the Subscription and Retail Offer and also the delisting of the Company from AIM

LifeSafe (AIM:LIFS), a fire safety technology business with innovative fire extinguishing and prevention fluids and fire safety products, is pleased to announce that it has successfully raised gross proceeds of approximately £0.7m by way of a Subscription of 23,866,667 new Ordinary Shares ("Subscription Shares") (the "Subscription"). Effective 7.am. on 27 August 2025, the Company will launch a Retail Offer via the Bookbuild platform for up to 16,666,666 new Ordinary Shares ("Retail Offer Shares") to raise up to a further £0.5m (the "Retail Offer") (together, the "Fundraising").

Further detail on the Retail Offer will be announced at 7 a.m. on 27 August 2025.

The Subscription and Retail Offer are conditional upon shareholder approval at a General Meeting to take place at the offices of Marriott Harrison LLP, 80 Cheapside, London, EC2V 6EE at 11.30 a.m. on 12 September 2025.

A copy of the Circular will be posted to Shareholders later today, and a copy of which will also be made available on the Company's website.

 The Subscription and Retail Offer are conditional, inter alia, on the passing of the Resolutions by Shareholders at the General Meeting. If the Resolutions are passed, the Subscription Shares and Retail Offer Shares are expected to be admitted to trading on AIM on 15 September 2025. Should the Resolutions not be passed, neither the Subscription Shares or Retail Offer Shares will be issued. The Retail Offer is not underwritten.

In addition to the Fundraising, the Company is seeking Shareholders approve the cancellation of admission of its Ordinary Shares to trading on AIM and re-register as a private company and adopt new articles of association. The Company is making arrangements that should the Resolutions be passed, that for at least 12 months following the Cancellation, a Third Party Matched Bargain Facility will be provided via JP Jenkins.

Capitalised terms in this announcement, unless separately defined, shall have the same meaning as that detailed in the Circular to shareholders dated 26 August 2025.

1.            Background to and reasons for the Fundraising

At LifeSafe's inception in 2021, and its subsequent first product launch in August of that year, the strategic vision of the Board was to become a recognised global industry leader within fire safety. This was to be achieved through the creation, testing and accrediting of a range of fire extinguishing and prevention fluids and products which would address anticipated structural drivers of change within the worldwide fire industry - legislative change, new technology and increasing environmental concerns.

Brand and product awareness was initially through a digital first strategy. Despite initial success, increased digital marketing costs resulted in the Board pivoting to a B2B2C approach and working with wholesale distribution partners. In accordance with which, the Company signed a new exclusive global distribution agreement in March 2025 which included revenue projections for 2025. Despite best efforts by all parties the sales process has taken longer than anticipated and a substantial amount of the originally projected revenue is now expected in 2026, which has created a short term working capital requirement for the business. The distribution partner has invested significantly in sales and marketing to support its promotion of LifeSafe's range of extinguishing and prevention products with initial orders amounting to €0.5 million received in the first half of 2025 with delivery and sales recognition in the second half of 2025. The Board remains confident that this distribution partnership will be transformative for LifeSafe.

The Group has begun to see revenue and orders come through from almost all of the B2B partnership arrangements announced in HY25. Distribution partners continue to work to fully commercialise their go-to-market strategies and LifeSafe is working with each partner to fully support them in maximising the sales opportunity. Importantly, the Board is confident that the Company's current distribution partners have the track records and channels to, in due course, supply end customers with the volume of LifeSafe's innovative products that will take the Group to profitability.

LifeSafe's range of patented fluids and products can, the Board believes, transform the global fire safety market. This extends from its current business through to other opportunities such as wildfires. Furthermore, the new B2B2C strategy is the optimal approach to maximising shareholder value. However, the Company is currently working capital constrained and is therefore seeking to raise funds to strengthen the Company's current balance sheet and provide the necessary working capital to meet its current and future liabilities as and when they fall due, through to the Company becoming profitable during 2026.

If the Fundraising does not complete, then the Company will need to seek urgent alternative financing. However, there can be no guarantee that the Company will be able to obtain any alternative financing, and even if available, would in the opinion of the Directors, be likely to be on materially worse terms than the Fundraising. If the Fundraising does not complete, and no alternative financing obtained, the Board will likely either need to reduce costs such that this has a material adverse effect on the financial performance and outlook of the business, or enter into a sale or administration process.

2.            Background to and reasons for the Cancellation and Re-registration

LifeSafe's range of patented fluids and products can, the Board believes, transform the global fire safety market. To succeed the Company requires the proposed Fundraising to strengthen its balance sheet and to provide the necessary working capital to meet its current and future liabilities as and when they fall due, through to the Company becoming profitable during 2026. Despite this, should certain opportunities progress as the Board expects them to do, the business will need further growth capital to take advantage of these opportunities, albeit there is currently limited visibility on either the timing or the amount that may be required.

Since the Company's AIM IPO in July 2022, a combination of the Company's necessary pivot from a direct to consumer proposition to a B2B2C model, slower than originally anticipated ramp up in volumes as well as depressed market conditions on AIM generally, has seen the Company's share price fall considerably. Furthermore, liquidity in the Ordinary Shares has been extremely low. In the absence of wider market interest in the business, the Board has evaluated the costs and benefits of remaining on market.

Following the review, the Directors believe that the Proposals are in the best interests of the Company and its Shareholders as a whole. In reaching this conclusion the Board has considered the following key factors:

·    Costs and regulatory burden: The considerable annual cost of approximately £0.3 million associated with maintaining the admission of the Ordinary Shares to trading on AIM (such as nominated adviser and broker fees, London Stock Exchange fees and the costs associated with being an AIM company in having perceived higher level of corporate governance and audit scope) are, in the Board's opinion, disproportionately high, compared with the current benefits. The Directors believe the time and cost savings from the Proposals could be better utilised, for the benefit of the Company, by providing an extended cash runway to capitalise on growth opportunities.

·    Access to capital: The Directors are appreciative to all existing Shareholders for their ongoing support of the Company. However, given the Company's current market capitalisation, it is particularly difficult to attract meaningful new shareholders, particularly at prices that the Board considers attractive. In addition, the Company has received a number of approaches from potential investors who can only invest in private not public companies, and importantly, at prices considerably higher than the Issue Price, with implied company valuations of £14 - £16 million. Therefore, and whilst no guarantees that any investment will be forthcoming, the Board has concluded that it should be able to access additional funding at what the Directors believe to be a more representative value of the business were the Company re-registered as a private limited company.

·    Limited free float and lack of liquidity: The Directors believe the current levels of liquidity in trading of the Ordinary Shares on AIM do not offer investors the opportunity to trade in meaningful volumes, or with frequency. Furthermore, the volatile trading environment noted above has negatively affected the share price of LifeSafe, which the Directors do not believe accurately reflects the potential or underlying prospects of the business.

Therefore, following careful consideration, the Board believes that it is in the best interests of the Company and Shareholders to seek the proposed Cancellation at the earliest opportunity in line with AIM Rule 41.

3.            HMRC EIS Advance Assurance

The Company received advance assurance on 7 March 2022 from HMRC that it is a qualifying company for the purposes of the Enterprise Investment Scheme ("HMRC EIS Advance Assurance"). The Board currently expects, and the Company has received tax advice confirming the same, that the issue of the Subscription Shares and Retail Offer Shares will be eligible for EIS Relief and should be regarded as a qualifying holding for a VCT. However, neither the Company nor the Directors give any representation, warranty or undertaking that relief will be available in respect of the Subscription Shares or Retail Offer Shares nor is any representation, warranty or undertaking given that the Company will continue to conduct its activities in a way that qualifies for, or preserves, its eligibility status. HMRC does not consider VCT advance assurance applications where the details of the potential qualifying holding are not given.

4.            Director / PDMR Dealing

Dominic Berger, Executive Chairman, has subscribed for 1,000,000 Subscription Shares. A separate PDMR Dealing announcement will be released upon the Subscription Shares being admitted to trading on AIM.

5.            Related Party Transaction

Capital Plus Partners Limited ("CPP"), a business in which Dominic Berger (Executive Chairman of LifeSafe) is also CEO and a minority shareholder, has been engaged by the Company to introduce potential investors to the Company and should any of these investors participate in the Subscription, CPP is due a commission and warrants, exercisable for a period of three years from the date of completion of the Subscription, to subscribe at the Issue Price for new Ordinary Shares amounting to the same value of the commission to be paid to CPP. Total commissions approximate £36,000 which is deemed to be a related party transaction for the purposes of Rule 13 of the AIM Rules. 

The Board (excluding Dominic Berger), having consulted with Zeus, the Company's Nominated Adviser, consider that the terms of the commission, and the warrants, are fair and reasonable insofar as shareholders are concerned.

6.            Information on the Fundraising

Subscription

The Subscription Shares are being subscribed for directly by the Subscribers at the Issue Price. The Subscription remains conditional, among other things, upon (a) Shareholder approval at the General Meeting, and (b) Admission becoming effective by no later than 8.00 a.m. on 15 September 2025 (or such later date as the parties may agree, not being later than 30 September 2025).

Retail Offer

The Company values its Shareholder base and believes that it is appropriate to provide its eligible existing retail Shareholders in the United Kingdom the opportunity to participate in the Retail Offer. The Retail Offer will allow existing retail Shareholders to participate in the Fundraising by subscribing for Retail Offer Shares at the Issue Price. The Company is proposing to raise up to an additional £0.5 million (before expenses) by way of a retail offer to its existing Shareholders via the Bookbuild Platform (the "Retail Offer") of up to 16,666,666 new Ordinary Shares at the Issue Price. The Retail Offer will also be conditional upon (a) Shareholder approval at the General Meeting and (b) Admission becoming effective by no later than 8.00 a.m. on 15 September 2025 (or such later date as the parties may agree, not being later than 30 September 2025). Further information on how existing Shareholders can participate in the Retail Offer is contained in the Retail Offer Announcement.

Settlement and dealings

An application will be made to the London Stock Exchange for the Subscription Shares and Retail Offer Shares to be admitted to trading on AIM. It is expected that Admission will become effective and dealings in the Subscription Shares and Retail Offer Shares will commence on 15 September 2025. Admission is subject to the passing of the Resolutions at the General Meeting. The Subscription Shares and the Retail Offer Shares will, on Admission, rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares after Admission and will otherwise rank pari passu in all respects with the Existing Ordinary Shares.

7.            Process for, and principal effects of, the Cancellation

The Directors are aware that certain Shareholders may be unable or unwilling to hold Ordinary Shares in the event that the Cancellation is approved and becomes effective. Shareholders should take independent advice about retaining their interests in Ordinary Shares prior to the Cancellation becoming effective.

Should the Cancellation become effective, the Company intends to implement a Matched Bargain Facility with a third party to help facilitate Shareholders buying and selling Ordinary Shares on a matched bargain basis following the Cancellation.

Under the AIM Rules, the Cancellation must be approved by Shareholders holding not less than 75 per cent. of votes cast by Shareholders at the General Meeting. Accordingly, the Notice of General Meeting set out at the end of this Circular contains a special resolution to approve the Cancellation.

If the Cancellation Resolution is passed at the General Meeting, it is proposed that the last day of trading in the Ordinary Shares on AIM will be 26 September 2025 and that the Cancellation will take effect at 7:00 am on 29 September 2025.

If the Cancellation becomes effective, the Company will no longer be required to comply with the AIM Rules. However, the Company will remain subject to the Takeover Code for a period of two years after the Cancellation, details of which are summarised below.

The principal effects of the Cancellation will include the following:

·    there will be no formal market mechanism enabling Shareholders to trade Ordinary Shares (other than a limited off-market mechanism provided by the Matched Bargain Facility);

·    it is possible that, following the announcement of the intention to propose the Cancellation, the liquidity and marketability of the Ordinary Shares may be reduced;

·    the Ordinary Shares may be more difficult to sell compared to shares of companies traded on AIM (or any other recognised market or trading exchange);

·    in the absence of a formal market and quoted price it may be difficult for Shareholders to determine the market value of their investment in the Company at any given time;

·    the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AIM will no longer apply albeit the Company will remain subject to the Takeover Code for a period of two years after the Cancellation (see below for more details);

·    Shareholders will no longer be afforded the protections given by the AIM Rules, such as the requirement to be notified of price sensitive information or certain events and the requirement that the Company seek Shareholder approval for certain corporate actions, where applicable, including reverse takeovers, and fundamental changes in the Company's business, such as certain acquisitions and disposals;

·    the levels of disclosure and corporate governance within the Company may not be as stringent as for a company quoted on AIM;

·    the Company will no longer be subject to UK MAR regulating inside information and other matters;

·    the Company will no longer be required to publicly disclose any change in major shareholdings in the Company under the DTRs;

·    Zeus will cease to be nominated adviser and broker to the Company;

·    whilst the Company's CREST facility will remain in place immediately following the Cancellation, the Company's CREST facility may be cancelled in the future and, although the Ordinary Shares will remain transferable, they may cease to be transferable through CREST (in which case Shareholders who hold Ordinary Shares in CREST will receive share certificates);

·    stamp duty will be due on transfers of shares and agreements to transfer shares unless a relevant exemption or relief applies to a particular transfer; and

·    the Cancellation and Re-registration may have personal taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser.

The above considerations are not exhaustive. Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.

For the avoidance of doubt, the Company will remain registered with the Registrar of Companies in England and Wales in accordance with, and subject to, the Companies Act, notwithstanding the Cancellation.

8.            Process for, and principal effects of, the Re-registration

For the reasons set out in paragraph 2 above, it is proposed to re-register the Company as a private limited company.

In connection with the Re-registration, it is proposed that the New Articles be adopted to reflect the change in the Company's status to a private limited company.

Subject to and conditional upon the Cancellation and the passing of the Re-registration Resolution, application will be made to the Registrar of Companies for the Company to be re-registered as a private limited company. Re-registration will take effect when the Registrar of Companies issues a certificate of incorporation on Re-registration. The Registrar of Companies will not issue the certificate of incorporation on Re-registration until the Registrar of Companies is satisfied that no valid application can be made to cancel the resolution to re-register as a private limited company.

Under the Companies Act 2006, it is a requirement that re-registration and adoption of new articles of association must be approved by not less than 75 per cent. of votes cast by shareholders at a general meeting. Accordingly, the Notice of General Meeting contains a special resolution (Resolution number 4) to approve the Re-registration and adoption of the New Articles.

Provided the Cancellation Resolution and the Re-registration Resolution are passed at the General Meeting and the Registrar of Companies issues a certificate of incorporation on Re-registration, it is anticipated that the Re-registration will become effective on or around 29 September 2025.

9.            Board composition and provision of information, services and facilities following the Cancellation

9.1           Board composition

The composition of the Board is expected to change shortly following the Cancellation. The Company operates with two non-executive directors and three executive directors. Senior Independent Non-Executive Director, The Rt. Hon Mark Field, and Independent Non-Executive Director, Emma Hynes, propose to resign from office upon the Cancellation.

9.2           Provision of information, services and facilities following the Cancellation

The Company currently intends to continue to provide certain information, services and facilities to Shareholders following the Cancellation. The Company will:

·    continue to communicate information about the Company (including annual accounts) to its Shareholders, as required by the Companies Act;

·    continue, for at least 12 months following the Cancellation, to maintain its website, www.lifesafeholdingsplc.com, and to post updates on the website from time to time, although Shareholders should be aware that there will be no obligation on the Company to include all of the information required under AIM Rule 26 and UK MAR or to update the website as currently required by the AIM Rules; and

·    for at least 12 months following the Cancellation, make available to Shareholders, through JP Jenkins, the Matched Bargain Facility (as further described below) which will allow Shareholders to buy and sell Ordinary Shares on a matched bargain basis following the Cancellation.

10.          Transactions in the Ordinary Shares prior to and post the proposed Cancellation

10.1         Prior to the Cancellation

Shareholders should note that they are able to continue trading in the Ordinary Shares on AIM prior to the Cancellation.

10.2         Following the Cancellation

The Company is making arrangements for a Matched Bargain Facility, to assist Shareholders to trade in the Ordinary Shares, to be put in place from the date of the Cancellation, if the Cancellation Resolution is passed. The Matched Bargain Facility will be provided by JP Jenkins. JP Jenkins (a trading name of InfinitX Limited and an appointed representative of Prosper Capital LLP, which is authorised and regulated by the FCA) has been appointed to facilitate trading in the Ordinary Shares.

Under the Matched Bargain Facility, Shareholders or persons wishing to acquire or dispose of Ordinary Shares will be able to leave an indication with JP Jenkins, through their stockbroker (JP Jenkins is unable to deal directly with members of the public), of the number of Ordinary Shares that they are prepared to buy or sell at an agreed price. In the event that JP Jenkins is able to match that order with an opposite sell or buy instruction, it would contact both parties and then effect the bargain (trade). Shareholdings remain in CREST and can be traded during normal business hours via a UK regulated stockbroker. Should the Cancellation become effective, and the Company puts in place the Matched Bargain Facility, details will be made available to Shareholders on the Company's website at www.lifesafeholdingsplc.com

The Matched Bargain Facility will operate for a minimum of 12 months after the Cancellation. The Directors current intention is that it will continue beyond that time. However, Shareholders should note that there can be no guarantee that the Matched Bargain Facility will operate beyond 12 months after the Cancellation and that it could be withdrawn, consequently inhibiting the ability to trade the Ordinary Shares. Further details will be communicated to Shareholders at the relevant time.

There can be no guarantee as to the level of liquidity or marketability of the Ordinary Shares under the Matched Bargain Facility, or the level of difficulty for Shareholders seeking to realise their investment under the Matched Bargain Facility.

Before giving your consent to the Cancellation, you may want to take independent professional advice from an appropriate independent financial adviser.

If Shareholders wish to buy or sell Ordinary Shares on AIM they must do so prior to the Cancellation becoming effective. As noted above, in the event that Shareholders approve the Cancellation, it is anticipated that the last day of dealings in the Ordinary Shares on AIM will be 26 September 2025 and that the effective date of the Cancellation will be on or around 29 September 2025.

11.          The Takeover Code

The Takeover Code applies to any company which has its registered office in the UK, the Channel Islands or the Isle of Man if any of its equity share capital or other transferable securities carrying voting rights are admitted to trading on a UK regulated market, a UK multilateral trading facility, or a stock exchange in the Channel Islands or the Isle of Man. The Takeover Code therefore applies to the Company as its securities are admitted to trading on AIM, which is a UK multilateral trading facility.

The Takeover Code also applies to any company which has its registered office in the UK, the Channel Islands or the Isle of Man if any of its securities were admitted to trading on a UK regulated market, a UK multilateral trading facility, or a stock exchange in the Channel Islands or the Isle of Man at any time during the previous two years.

Accordingly, if the Cancellation is approved by Shareholders at the General Meeting and becomes effective, the Takeover Code will continue to apply to the Company for a period of two years after the Cancellation, following which the Takeover Code will then cease to apply to the Company.

While the Takeover Code continues to apply to the Company, a mandatory cash offer will be required to be made if either:

·    a person acquires an interest in shares which, when taken together with the shares in which persons acting in concert with it are interested, increases the percentage of shares carrying voting rights in which it is interested to 30% or more; or

·    a person, together with persons acting in concert with it, is interested in shares which in the aggregate carry not less than 30% of the voting rights of a company but does not hold shares carrying more than 50% of such voting rights and such person, or any person acting in concert with it, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which it is interested.

12.          General Meeting

The Company's existing shareholder authorities granted at the 2025 AGM do not give the Directors the authority necessary to allot the Subscription Shares or Retail Offer Shares. Accordingly, the Board is seeking the approval of Shareholders to provide the authority to allot new Ordinary Shares in respect of the Subscription and the Retail Offer. A General Meeting will be held at the offices of Marriott Harrison LLP, 80 Cheapside, London, EC2V 6EE at 11.30 a.m. on 12 September 2025, at which the Resolutions will be proposed as follows:

·    Resolution 1 (Authority to allot shares), which is an ordinary resolution, to authorise the Directors to allot relevant securities for cash up to an aggregate nominal amount of £250,600 in respect of the Subscription (including the warrants to be granted to CPP) and up to £166,666.66 in respect of the Retail Offer;

·    Resolution 2 (Disapplication of pre-emption rights), which is conditional on the passing of Resolution 1 and is a special resolution, grants authority to the Directors to disapply pre-emption rights granted to Shareholders pursuant to the Companies Act 2006, in respect of the allotment of the Subscription Shares (and the warrants to CPP) and Retail Offer Shares. The authorities conferred by the resolutions are in addition to the existing authorities conferred on the Directors by Shareholders at the 2025 AGM.

·    Resolution 3 - a special resolution to approve the Cancellation; and

·    Resolution 4 - a special resolution to approve the Re-registration and adoption of the New Articles. Resolution 4 will be subject to and conditional upon the Cancellation becoming effective.

13.          Director undertakings

The Directors who in aggregate hold 1,638,403 Ordinary Shares, representing approximately 3.4 per cent. of the Company's issued share capital as of the date of this announcement, have undertaken to vote in favour of the Resolutions. Furthermore, other directors of subsidiaries of the Group who in aggregate hold 3,907,500 Ordinary Shares, representing approximately 8.2 per cent. of the Company's issued share capital as at the date of this announcement, have undertaken to vote in favour of the Resolutions.

14.          Recommendation

The Directors consider that the Proposals and the Resolutions to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions as they intend to do in respect of their own shareholdings of 1,638,403 Ordinary Shares, and as do other directors of subsidiaries of the Group in respect of their own shareholdings of 3,907,500 Ordinary Shares, representing approximately 3.4 per cent. and 8.2 per cent. respectively of the Company's issued share capital as of the date of this announcement.

Yours faithfully,

Dominic Berger

Chairman

- Ends -

For further enquiries:

Notes to Editors

LifeSafe is a fire safety technology business that develops eco-friendly, novel and innovative fire extinguishing and prevention fluids and life-saving fire safety products.  LifeSafe has developed a market disrupting range of eco-friendly fire safety protection products; a new patent-pending Thermal Runaway Fluid to combat lithium battery fires by permanently extinguishing and preventing re-ignition, and the StaySafe All-in-1, a handheld eco-friendly and fully recyclable extinguisher which is verified to extinguish ten different types of fire.  LifeSafe is successfully creating new markets for the Group in fire safety through its innovative technologies, products, digital marketing and multi-channel sales; and is continuing to develop new fluid derivations for applications in various industrial market sectors.

LifeSafe was admitted to trading on AIM in July 2022 with the ticker LIFS.

For further information please visit: https://www.lifesafeholdingsplc.com

LinkedIn: https://www.linkedin.com/company/lifesafe-technologies

X (formerly Twitter): https://x.com/LifesafeT