CPPGroup Plc Seeks Shareholder Approval to Delist from AIM and Raise Up to £5.9m via Convertible Loan Notes to Avert Insolvency Risk

CPPGroup's Liquidity Crisis: How the Non-Payment of CPP India Deferred Consideration Triggered This Announcement

The chain of events leading to this extraordinary announcement began when the purchaser of CPP India stated in March 2026 that it would not pay the outstanding deferred consideration of US$5.0 million owed to CPPGroup following the disposal of the Indian business, which completed in September 2025. The announcement states that the Group disputes this position and has challenged the non-payment, but that the non-receipt of these proceeds has had a material adverse impact on the Group's liquidity position.

CPPGroup completed the sale of CPP Turkey in June 2025 and CPP India in September 2025 as part of a stated strategy to exit legacy international operations, reduce regulatory complexity, and focus resources on its technology-led Blink Parametric platform. The deferred consideration from the India disposal was evidently a meaningful component of the Group's expected cash runway, and its absence has fundamentally altered the company's near-term financial position. The Board subsequently undertook a detailed review of strategic and financing Options, including exploring the sale of Blink outright or a disposal of the entire company, before arriving at the proposed fundraising structure detailed in the 24 June 2026 announcement.

Gresham House Asset Management's £3 Million Anchor Commitment and the Conditions Attached

The cornerstone of the proposed fundraising is a £3 million Investment from funds managed by Gresham House Asset Management Limited, referred to in the announcement as the "GHAM Fundraising." The Subscription Agreement was entered into on 24 June 2026, and the investment takes the form of secured convertible loan notes with a 24-month term, interest payable at 12% per annum, and a 10% redemption premium. The notes are convertible into new ordinary shares at a price of 100 pence per share at any time at the noteholder's discretion during the term of the instrument.

Crucially, the GHAM commitment is not unconditional. The announcement states that the investment is subject to the passing of the shareholder resolutions at the General Meeting — which include the AIM cancellation resolution — and to a minimum aggregate subscription of £2 million of loan notes by qualifying shareholders participating in the accompanying shareholder offer. GHAM will also receive up to 1,377,244 warrants exercisable at 100 pence per ordinary share for a period of 26 months, along with 3,000,000 V Shares. The number of warrants to be issued to GHAM varies depending on the final aggregate amount subscribed under the shareholder offer.

The Shareholder Offer: Qualifying Investors Given Ten Business Days to Participate on Equal Terms

Alongside the GHAM anchor investment, CPPGroup is extending an offer to qualifying shareholders allowing them to subscribe for secured convertible loan notes, V Shares, and warrants on the same economic terms as GHAM Fund, for an aggregate subscription of up to £2.9 million. The announcement notes that certain directors have already indicated their intention to participate in the fundraising. The minimum aggregate subscription threshold from qualifying shareholders is set at £2 million, which must be met for the overall fundraising to proceed.

The shareholder offer is notable in terms of its timing: the announcement states that it will only be open for a period of ten business days, beginning on the cancellation date expected on 24 July 2026. Qualifying shareholders who wish to participate will need to act promptly once the offer window opens. The circular containing full subscription details was due to be published on 25 June 2026, and shareholders are directed to the Company's website at https://corporate.cppgroup.com/ for the full documentation. Up to 1,128,251 warrants may be issued to participants in the shareholder offer, with the exact number subject to the aggregate amount of loan notes subscribed for.

Proposed AIM Cancellation and Re-Registration: What Delisting Means for CPP Shareholders

The Board is proposing to cancel CPPGroup's admission to trading on AIM, with the expected last day of dealings in ordinary shares on AIM set as 23 July 2026, and the cancellation itself expected to take effect at 7.00 a.m. on 24 July 2026. The cancellation resolution is being proposed as a special resolution requiring the approval of shareholders holding not less than 75% of votes cast at the General Meeting, consistent with Rule 41 of the AIM Rules. Panmure Liberum, the Company's nominated adviser and sole broker, has notified AIM of the intention to cancel admission.

Following cancellation, the company expects to re-register as a private limited company on approximately 12 August 2026, with new articles of association adopted accordingly. The announcement is candid about the consequences for shareholders: those who hold ordinary shares after delisting will hold them in an unquoted company for which there may be much less liquidity than were they traded on AIM. To partially mitigate this, the company proposes to put in place a Secondary Market trading Facility with J. P. Jenkins for a period following cancellation, with the matched bargain facility expected to commence on 24 July 2026. The Board has stated that it concluded no funding options are available to the Company as a publicly listed entity, and that cancellation is therefore in the best interests of the Company and its shareholders as a whole.

Dilution Implications: Potential for Convertible Notes and Warrants to Represent 52.6% of Enlarged Capital/">Share Capital

The dilutive potential of the proposed fundraising is significant and is set out in detail in the key statistics disclosed in the announcement. Assuming full conversion of the secured convertible loan notes and full exercise of all warrants issued pursuant to both the GHAM fundraising and the shareholder offer, a maximum of 7,906,000 new ordinary shares could be issued through conversion of loan notes, and a further 2,295,407 ordinary shares through exercise of warrants. Against the existing ordinary share count of 9,181,628, this would create a maximum enlarged share capital of 19,383,035 ordinary shares.

The announcement states that the loan notes and warrants, on a fully diluted basis, would represent 52.6% of the enlarged share capital. Existing shareholders who do not participate in the shareholder offer would therefore face potentially meaningful dilution to their percentage holding. Additionally, V Shares are to be issued — up to 3,000,000 to GHAM and up to 2,900,000 to qualifying shareholders participating in the shareholder offer — though the announcement does not specify full economic terms for the V Shares in the excerpt provided, with investors directed to the circular for further detail. The conversion price of 100 pence per ordinary share applies uniformly across both the GHAM fundraising and the shareholder offer.

Blink Parametric's Trading Performance: The Growth Engine Behind the Fundraising Case

The commercial rationale for attempting to preserve CPPGroup as a Going Concern rests substantially on the performance and trajectory of Blink Parametric, the Group's technology-led parametric InsurTech platform and, following the disposals of CPP Turkey and CPP India, its sole trading operation. The announcement discloses that Blink revenue increased by 69% during the year ended 31 December 2025, reaching £1.8 million, and that annualised Recurring Revenue increased to approximately £2.4 million during the same period.

Trading momentum has continued into 2026, with the announcement stating that revenue for the first four months of the year increased by 99% compared with the corresponding period in 2025. The Board attributes this performance to Blink's continued expansion of its global partner base across travel disruption and adjacent parametric use cases, with growing levels of recurring revenue generated through licence, subscription, and usage-based arrangements. The Board states it believes Blink's stage of development, market position, partner relationships, and business model provide a strong foundation for continued growth and long-term shareholder value creation. The announcement notes, however, that the Directors consider it likely the Group will require additional funding within the next two years, with a sale or substantial refinancing of the Group anticipated within that period.

UK Legacy Operations: The Wind-Down Timeline for Homecare Insurance and Card Protection Plan

Alongside Blink, CPPGroup continues to manage two UK legacy regulated entities that are in run-off. The announcement states that Homecare Insurance Limited, the Group's UK-based insurance company, has sufficient segregated funds in its Balance Sheet to cover any remaining claims — of which there have been none since the end of 2024 — as well as the ongoing costs required to maintain a regulated insurance company. Discussions are described as continuing regarding the appropriate regulatory regime for Homecare and the resulting capital requirements in the context of minimal business activity.

Card Protection Plan Limited, the Group's UK-based insurance intermediary, ceased to write new business at the end of 2023 and is expected to be wound up in the final quarter of 2027. The announcement states that the remaining costs associated with Card Protection Plan Limited are covered within the Group's budget and forecasts. The Board's stated strategy is to support the orderly management and regulatory compliance of these legacy operations whilst concentrating future investment and commercial activity on Blink. The announcement notes that actual and contingent liabilities relating to the UK back book are expected to have largely been resolved by the time the Group anticipates seeking a sale or substantial refinancing, providing a cleaner basis for any future transaction.

Insolvency Warning and the Stark Consequences of Resolutions Failing at the 14 July General Meeting

CPPGroup's Board has issued an unusually stark warning to shareholders regarding the consequences of the resolutions failing at the General Meeting. The announcement states in unequivocal terms that, unless the resolutions are approved and the minimum £2 million qualifying shareholder subscription is completed, the Group will face a severe liquidity crisis within weeks. The announcement further states that there is no certainty that other funding will be available on suitable terms or at all, and that the Directors believe failure to approve the resolutions may result in the Company entering an insolvency process, including administration.

The Board previously explored a sale of Blink or of the entire issued share capital of the Company, engaging with various potentially interested parties. However, the announcement states that the Board does not believe there is a realistic prospect of receiving a tangible offer in the immediate future for Blink or the Company's share capital that is capable of being fully evaluated and recommended to shareholders. The proposed fundraising is therefore described as, in the Board's opinion, currently representing the only available option to ensure the Group's ability to continue trading, provide a reasonable liquidity runway, and support Blink's continued growth and the Group's regulatory obligations. The Board unanimously and strongly recommends that shareholders vote in favour of all resolutions, and the announcement states those directors who hold shares intend to do so in respect of their own beneficial holdings.

General Meeting Timetable: Key Dates CPP Shareholders Must Be Aware Of

The General Meeting is scheduled to be held at the offices of Squire Patton Boggs (UK) LLP at 60 London Wall, London, EC2M 5TQ at 2.00 p.m. on 14 July 2026. The latest time and date for receipt of forms of proxy and receipt of electronic proxy appointments via the CREST system or Proxymity is 2.00 p.m. on 10 July 2026. Shareholders who wish to vote but cannot attend in person should submit their proxy instructions before this deadline. Results of the General Meeting are expected to be announced on 14 July 2026.

If the resolutions are passed, the anticipated timetable proceeds as follows: the expected last day of dealings in ordinary shares on AIM is 23 July 2026; cancellation becomes effective on 24 July 2026; the matched bargain facility with J. P. Jenkins commences on 24 July 2026; re-registration as a private limited company is expected on 12 August 2026; and the secured convertible loan notes, warrants, and V Shares are expected to be issued on 13 August 2026, with definitive certificates dispatched during the week commencing 17 August 2026. The announcement notes that all dates are indicative and subject to change, with any revisions to be communicated through a regulatory information service. The circular, including the formal notice of the General Meeting, was due to be posted to shareholders on 25 June 2026 and made available on the Company's website.

CPPGroup's Future Strategic Ambitions Following Completion of the Proposed Fundraising

Should the fundraising and delisting proceed as planned, the Board has outlined a forward-looking strategy centred on Blink's continued development as a parametric InsurTech platform. The announcement notes that certain parties have expressed an interest in making an investment in the Company, but states that such interest is, at this point, only indicative and unlikely to be forthcoming whilst the Company remains publicly listed. The Board intends to pursue such discussions following completion of the fundraising, though it cautions that there can be no certainty such discussions will be successful.

Over the medium term, the announcement indicates the Board anticipates seeking a sale or very substantial refinancing of the Group within the next two years, intended to provide liquidity for all shareholders. By that point, the Board expects that actual and contingent liabilities relating to the UK back book will have largely been resolved, and that Blink will have had further time to develop its platform, partner base, and recurring revenue streams. The immediate share price impact of the announcement was not clear from available public information at the time of writing. Investors may be watching closely for any updates on the progress of the shareholder offer once the ten-business-day subscription window opens following the expected cancellation date of 24 July 2026.