The Company was incorporated on 18 December 2017 and was formed for the purpose of acquiring a business or businesses operating in market sectors that display strong environmental, social and governance (“ESG”) credentials, thereby benefitting from the current trend of superior performance aligned with increased investor appetite.

The Company is not geographically focused on any one or specific country or region, but rather opportunity focused hence any potential acquisition opportunities will not be limited by jurisdiction or geography.

Seed Capital Solutions’ Ordinary Shares were admitted to trading on the Main Market of the London Stock Exchange on 12 April 2023 under the ISIN of GB00BL6CFR81 with SEDOL number BL6CFR8 and in accordance with Chapter 14 of the Listing Rules.

The Company has total of 185,406,000 shares of nominal value £0.0025 each with voting rights in issue. There are no Ordinary Shares held in treasury. The figure of 185,406,000 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.

Acquisitions

Following completion of an acquisition, the objective of the Company will be to implement its stated strategy with a view to generating value for its Shareholders.

It is possible that the Company may simultaneously execute one or more acquisitions if the Existing Directors (the “Directors”) reach the view that such acquisitions are complementary and accretive to the Company’s overall strategy. The Company’s initial acquisition will be deemed a “reverse takeover” for the purposes of the Listing Rules (a “Reverse Takeover”).

Any subsequent acquisition may also be deemed to be a Reverse Takeover. It may also be appropriate, dependent on the geography of any opportunity or prospective target company and/or business, for the Ordinary Shares to be additionally listed on a non-UK stock exchange. To date, the Company’s efforts have been largely limited to organisational activities as well as activities related to the Subscription including preparing for Admission.

Unless required by applicable law or other regulatory process and subject to the Company having sufficient existing authorisation from Shareholders to issue such number of Ordinary Shares in relation to such acquisition on a non-pre-emptive basis, no Shareholder approval will be sought or required by the Company in relation to an acquisition.

An acquisition will be subject to approval by not less than 75 per cent. of the Directors who are present at a quorate meeting of the board of Directors (the “Board”). The determination of the Company’s post-acquisition strategy of the Company as enlarged by an acquisition or acquisitions of target businesses or companies, which become its subsidiaries or subsidiary undertakings from time to time (the “Group”) will be made at or prior to the time of an acquisition.

Failure to make an acquisition.

If no acquisition has been announced within two years of Admission, the Board will put proposals to Shareholders to either wind up the Company or to extend the period for identification of a suitable acquisition by a period of a further 12 months.

Business strategy and execution.

The Directors will draw on their experience, in conjunction with their contacts and advisers, to pursue opportunities to acquire businesses with appropriate ESG credentials to include but not limited to, in the technology, renewables, water remediation and fuel cell sectors.