WeCap plc

AQSE: WCAP

("WeCap" or the "Company")

Update

WeCap plc is pleased to provide the following update to the market following the recent listing on the Nasdaq Capital Market of its principal portfolio company, WeShop Holdings Limited ("WeShop"), the pioneering social-commerce platform that allows users to earn ownership in the business through their shopping.

WeCap investment in WeShop

WeCap's total investment in WeShop, both direct and indirect, represents 11.8% of WeShop's Class A shares, comprised of:

· 806,022 Class A shares held directly; and

· 489,583 Class A shares held indirectly via WeCap's 23.5% stake in Community Social Investments Limited ("CSIL"), whose sole asset is 2,083,333 WeShop shares.

Lock up in WeShop shares

As set out in the WeShop prospectus¹, no WeShop shareholder (holding ordinary shares prior to the WeShop listing date of 14 November 2025 ("Listing Date") may charge, pledge, encumber or otherwise dispose of any of their ordinary shares during a period of 365 days from the Listing Date. Accordingly, WeCap is not permitted to dispose of its WeShop shares until after lock up period, being 15 November 2026.

Once the WeShop lock up is over, then the Company would seek to either distribute the WeShop shares to WeCap shareholders, via an in-specie distribution, or sell the WeShop shares and distribute the cash received to shareholders. This will require legal and tax advice closer to the end of the lock up period given these are US securities and likely larger in value than each WeCap share.  

¹https://www.sec.gov/Archives/edgar/data/2048271/000149315225024312/form424b4.htm

Discounted Capital Bond ("DCB")

The Company has one major liability in the DCB. This has been in place since August 2020. Given the lock up on the WeShop shares detailed above, the Company will not be able to repay the DCB, that at the maturity date of 24 May 2026 will amount to £6,965,000. The Company is therefore considering other options to address the DCB. The Company recognises the significant importance of the DCB liability, and discharging the DCB will allow the Company to unlock potential value for WeCap shareholders. The current priority for the Company is engaging with the DCB holder to find a solution that unlocks the highest possible value for WeCap shareholders.

CSIL

WeCap's indirect holding in WeShop is via its 489,583 Class A shares held via WeCap's 23.5% stake in Community Social Investments Limited ("CSIL"), whose sole asset is 2,083,333 WeShop shares.

The main shareholders in CSIL are WeCap and the Future Fund. The Company is in contact with the Future Fund, other CSIL shareholders and WeShop about the best way to distribute the WeShop shares in CSIL to its shareholders. This requires detailed tax and legal analysis.

In the event that CSIL does an in-specie distribution of the WeShop shares that it holds, then WeCap will have, together with its direct holding in WeShop, 1,295,605 shares held directly in WeShop.

Annual General Meeting ("AGM")

The AGM for the Company is to be held on 11.00 a.m. on 22nd December 2025, at the office of AlbR Capital Limited, 3rd Floor, 80 Cheapside, London, EC2V 6EE.

Tom Richardson, Chairman of WeCap, commented:

"Now that the WeShop listing has successfully completed, we can turn our attention to addressing the items outlined in this release.  With the excellent work carried out by the WeShop team it means that WeCap can focus on the valuation disconnect between the Company's equity holding in WeShop and the market capitalisation of WeCap.

This will include engagement with IR and PR support for the benefit of all stakeholders.

I look forward to engaging with our shareholders at the upcoming AGM and to updating further on the progress we expect to make over the coming year."

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

 END

Enquiries:

Company:

[email protected]

Corporate Advisor:

AlbR Capital Limited                                

+ 44 (0) 20 7469 0930

Corporate Broker:                      

Tennyson Securities Limited

Peter Krens: +44 (0) 20 7186 9033 (Direct)

About WeShop

WeShop Holdings Limited (NASDAQ: WSHP) is a pioneering social-commerce platform transforming retail through community ownership. Designed to merge shopping, sharing, and investing, WeShop rewards users with equity for their engagement through its proprietary ShareBack™ program, turning everyday purchases and referring friends who shop through the platform into real ownership. With partnerships spanning hundreds of top retailers and over a billion products, WeShop empowers users to earn stock while discovering and sharing what they love. By combining e-commerce, social interaction, and user ownership, WeShop is leading a global retail revolution-where everyone can earn ownership in the company.