A £2.4 Million Shell Pays $100 Million in Newly Printed Shares, Then Folds the Share Count Back Down

A company that started as a renewable-energy play, lost its Ukrainian wind farm to the Russian invasion, pivoted to a Swiss compliance-software firm, and is now acquiring an Irish IoT-connectivity business. That is the headline. But the thing worth sitting with for a minute is the formula the deal uses to value the acquisition.

The official enterprise value is $150,000,000. The formula, as printed in the binding agreement, is: $150 million, minus $40,000,000 in parent-company debt, minus roughly $8.5m to $10m in accrued interest, equals the value of shares to be issued. That comes to about USD100 million in newly printed Anemoi stock, at £0.02 per share, which means roughly ~3.8bn shares.

Three point eight billion shares. For a company that, as of late April 2026, had a market cap of about £2.43m.

So the plan includes a 1 for 100 share consolidation - fold the share count back down - so that the enlarged company doesn't look, on paper, like it has 3.8 billion shares outstanding. It's a tidy sort of arithmetic: issue an enormous number of shares, then immediately divide them by 100 so nobody blinks. The price per share gets multiplied by 100 at the same time. The economics don't change. The optics do.

The basic point is that Anemoi International (LSE: AMOI) is a British Virgin Island ("BVI") International business company listed on the Main Market of the London Stock Exchange. It is the kind of shell that exists precisely for this kind of transaction: it holds a listing, it has minimal operations, and its stated strategy is to find a reverse-takeover target and hand the shares to the real business. Anemoi's current operating subsidiary is id4 AG, a Swiss RegTech firm that provides anti-money-laundering and know-your-customer software. The group reported a £(0.6)m operating loss in 2025 and £0.4m in net cash.

The real company in this deal is Trasna, an Irish-headquartered provider of cellular IoT connectivity - SIM cards, eSIM provisioning, cellular modules, device management. Trasna has more than 600 employees and around 200 clients worldwide. Trasna's shareholders will end up with approximately 95% of the share capital of the enlarged group. Two Anemoi directors, Duncan Soukup and Richard Emanuel, will remain on the board alongside three Trasna appointees.

This is basically a backdoor listing for Trasna, wearing the label of an acquisition by Anemoi. A reverse takeover is a well-worn mechanism: the listed shell "acquires" the private company, the private company's shareholders get most of the shares, the name changes, and the result is a public company that didn't have to go through an IPO process. Trasna gets access to London Market capital and a public trading venue. Anemoi gets to replace its struggling software subsidiary with something larger. The broker Peterhouse Capital introduced the deal.

The plumbing question is whether the numbers work.

Here's how to think about it. The $150 million enterprise value is the sticker price before anyone's debts are subtracted. But $40 million of that belongs to Trasna's parent-company creditors, and another $8.5 million to $10 million is interest that has been accruing on that debt. So the cash from the RTO fundraise goes to the bank first. The remaining ~$100 million in value is what gets converted into Anemoi shares and handed to Trasna's shareholders.

At £0.02 per share, that is approximately 3.8 billion new shares. Added to Anemoi's existing 157,041,665 shares, that would give the enlarged company roughly 3.95 billion shares before the consolidation. The 1-for-100 reverse split brings that down to about 39.5 million, and the share price moves from something like £0.02 to £2.00.

The reason this matters is not just the mechanics - which are standard for penny-share RTOs on the LSE - but the valuation that $150 million enterprise value implies for Trasna's business. It's a figure that was set in a non-binding term sheet in October 2025, converted to a binding agreement in December, then amended and updated again in April 2026. The fact that the formula is so explicitly laid out - enterprise value, minus debt, minus interest, equals shares - suggests the parties have been working through how much Trasna is actually worth as the debt has grown and the share price has moved.

The transaction remains subject to conditions: due diligence, a fundraise at the time of readmission, and LSE approval for re-admission to the Main Market in the Equity Shares (Commercial Companies) category. Canaccord Genuity was appointed as Sponsor and Lead Book Runner in late April 2026. A warrant-holder subscription offer, which could raise an additional £1,926,498, was open until May 1, 2026.

The odd thing about this whole machine is not really the reverse takeover itself. Those happen all the time on the LSE Main Market. The odd thing is the gap between the label - a $150 million acquisition - and the actual cash consideration that reaches Trasna's shareholders: roughly $100 million in newly printed shares, from a company whose current listing is worth £2.4 million. The label makes the deal sound bigger than it is, even before you subtract the debt.

The simplest model is this: Trasna's shareholders are betting that once the company is public and carrying a more respectable name and share count, the market will value it at or above the $150 million sticker price. Anemoi's existing shareholders are betting the same thing, although they will own a much smaller piece of the enlarged group. The creditors get paid in cash, upfront, before either bet plays out. And the shell company that started as a wind-farm play in Ukraine becomes, for the second time, something else entirely.

The classification boundary that determines whether this is a good deal or a thin one is not the reverse takeover itself. It's whether $150 million is a plausible enterprise value for an IoT-connectivity business with 600 employees and 200 clients - before you subtract $50 million of debt. That is the question the due diligence and fundraise are supposed to answer. Until then, the math on display is more a demonstration of how flexible the enterprise-value label can be than a statement of what the business is worth.