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Schedule One - Ikigai Ventures Limited | RNS | Ticker

Schedule One - Ikigai Ventures Limited

RNS Announcement

RNS Number : 1149B

AIM

20 April 2026

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:

Ikigai Ventures Limited ("Ikigai Ventures" or the "Company"), to be renamed Dotlines Global Limited.

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

Registered office:

Plaza House

Third Floor

Elizabeth Avenue

St. Peter Port

Guernsey

GY1 2HU

Trading address from admission:

106 Baker Street

London

W1U 6TW

COUNTRY OF INCORPORATION:

Guernsey

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.dotlinesglobal.com (from 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:

The Company listed on the standard segment of the Official List in 2022 as a cash shell to undertake the acquisition of one or more companies or businesses. Concurrent with its admission to trading on AIM, Ikigai Ventures is proposing to acquire the entire issued share capital of Dotlines (Guernsey) Limited, a newly formed holding company of Dotlines Global Limited ("Dotlines Global"), and Audra Solutions Limited ("Audra Solutions") for an aggregate consideration of approximately £55.7 million (the "Acquisitions") to be satisfied by the issue of new ordinary shares in Ikigai Ventures.

The Acquisitions constitute an "initial transaction" for Ikigai Ventures under the Listing Rules and shareholder approval for the Acquisitions and other related matters will be sought at an extraordinary general meeting of Ikigai Ventures to be convened for 8 May 2026.

Dotlines Global and Audra Solutions (together, the "Dotlines Group") are companies that collaborate as a UK-based international technology group with operations in the UK, Malaysia and Singapore. Starting as a B2B bespoke software development company in Malaysia in 2007, the Dotlines Group has grown into an international technology group operating in the telecommunications, digital infrastructure, cybersecurity and financial technology sectors, with a range of products, platforms and solutions for B2B and B2C customers in Asia and the UK.

The Dotlines Group is focused on two business divisions:

1. Digital content and services (Dotlines Global)

o Sohoj Platform - a digital lifestyle platform for B2C and B2B2C customers that delivers in-country and cross-border services, digital content and mobile apps to migrant populations. The Sohoj Platform acts as a key service for migrant workers, allowing them to have the ability to provide for their families in their home country through the form of a 'gifting' service while operating in the cash economy, with services varying from mobile top-ups to bill payment. The Sohoj platform has become a leading migrant solution for digital and online services in the Malaysian market with over one million subscribers, connecting users to many Asian countries. The Sohoj platform will be rolled out to further territories in 2026, including the UK and Saudi Arabia.

o VAS (value-added services) - this business division is a provider of mobile value-added services, namely, the development of bespoke digital content, digital gamification services and apps provided to mobile users (via the Sohoj Platform and other platforms) and third parties, including telcos.

2. Telecom products and services (Audra Solutions)

o Catena - a customer-centric in-house OSS (operations support system) and BSS (business support system) software platform providing comprehensive functionality across the sale, development and operating stages for internet service providers ("ISPs"). Catena is focused on creating simplicity for telecom providers to decrease the costs incurred. Catena was launched in mid-2025 in the UK and aims to expand internationally.

o Audra - SME and consumer focused cybersecurity solutions incorporating physical firewall routers and software for both the office and home. Audra currently has three physical products which function as a 2-in-1 router and firewall and an app-based virtual private network product. With cybersecurity becoming more of a focus for individuals and small businesses and with the simplicity and affordability of Audra's products, the directors believe there is room for market capture and revenue growth.

o Carnival Internet - a UK-based full fibre broadband service using Catena and Audra. Carnival Internet brings together all the services of Audra Solutions, showcasing the benefits of both Catena and Audra through the broadband service provided under the Carnival name.

The Dotlines Group's strategic focus is on expanding its business by growing its brands, enhancing its technology and service offerings, and extending its market presence into new geographies. The Dotlines Group is seeking to leverage its strong foundation in the Asian market to execute a global expansion strategy and has already initiated its international growth, including entry into the UK via Audra Solutions.

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):

609,333,791 ordinary shares of no par value each ("Ordinary Shares") at an issue price of 9.5 pence.

No Ordinary Shares will be held in treasury and there are no restrictions on the transfer of the Ordinary Shares.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

No capital is to be raised on admission.

Anticipated market capitalisation on admission: approximately £58 million.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

79.90 per cent.

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:

None

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

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):

Current Directors:

Kane Black - Chief Executive Officer (to resign on admission)

Ashley Paxton - Non-Executive Director

Meriel Catherine Lenfestey - Non-Executive Director

Proposed Directors:

Mahbubul Matin - Executive Chairman

Jakir Chowdhury - Chief Executive Officer

Mohammad Monsurul Hoq Sazzad - Chief Financial Officer

Jonathan Kini - 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):

Name	Before admission	After admission
Tanglin Capital Limited	48.36%	1.64%
Xangbo Global Markets Pte Ltd	14.51%	0.49%
Yasuhiro Sakamoto	5.80%	0.20%
Nicholas Harris Bryan-Brown	4.84%	0.16%
Forest Nominees Limited GC1 ACCT (Masayuki Baba)	4.55%	0.15%
Androcottus Trading Hong Long Limited	4.16%	0.14%
Drake Trade Services Pte Ltd	3.87%	0.13%
Mahbubul Matin	0%	67.40%*

*60.85% to held by Audra Pte Ltd and 6.33% held by Dotlines Holdings Limited, companies controlled by Mahbubul Matin (proposed Executive Chairman).

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

Kane Black

(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 (unaudited interim financial information)

iii) 1) 30 June 2026 (annual report of Dotlines Global Limited (the main operating subsidiary) for the year ended 31 December 2025);

2) 30 September 2026 (half-yearly consolidated financial report for the six months ending 30 June 2026); and

3) 30 June 2027 (annual report for the year ending 31 December 2026).

EXPECTED ADMISSION DATE:

11 May 2026

NAME AND ADDRESS OF NOMINATED ADVISER:

Allenby Capital Limited

5 St Helen's Place

London

EC3A 6AB

NAME AND ADDRESS OF BROKER:

Allenby Capital Limited

5 St Helen's Place

London

EC3A 6AB

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:

A copy of the AIM admission document containing full details about the applicant and the admission of its securities will be available on the Company's website at www.ikigaiventuresltd.com until admission, and thereafter at www.dotlinesglobal.com

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The QCA Corporate Governance Code

DATE OF NOTIFICATION:

20 April 2026

NEW/ UPDATE:

New

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END

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RNS metadata

Title: Schedule One - Ikigai Ventures Limited
Time: 09:00:00
Date: 20 Apr 2026
Category: Capital structure
ID: 1149B