LONDON: Anemoi International Ltd has entered into a non-binding term sheet for the proposed acquisition of 100% of the issued share capital of Trasna Solutions Technologies Limited by way of a reverse takeover (RTO).
Acquisition of Trasna for total consideration of up to £150 million, payable entirely via the issue of new ordinary shares in Anemoi at a price of £0.02 per ordinary share, which represents a rounded book value per share as at 30 June 2025.
Headquartered in Ireland, Trasna provides hardware and software for cellular connectivity solutions and has a presence in Ireland, France, Germany, Italy, India and the UAE,
On completion of the proposed transaction the company will apply for re-admission of the enlarged group’s shares to trading on the Main Market of the London Stock Exchange in the Equity Shares (Commercial Companies) category
The Term Sheet is binding as to exclusivity until 31 December 2025 and may only be terminated earlier by mutual consent.
Upon completion of the Proposed Transaction, it is proposed that the name of the Company be changed to “Trasna Technologies Ltd”.
Trasna is a global technology leader specialising in semiconductor and mobile Internet of Things (“IoT”) solutions. With more than 600 employees and 200 clients worldwide, it combines expertise in semiconductors, secure data management, edge computing, AI, and blockchain to create innovative, end-to-end solutions – from chip design and SIM manufacturing to over-the-air subscription and device management.
Trasna is a forward-thinking, technology-driven company considered more agile and leaner than traditional market players, providing value to its clients through security, efficiency, and innovation. From chip to cloud, it offers advanced solutions that connect people and devices at scale, enabling transformative experiences for mass IoT.
Trasna provides end-to-end cellular IoT solutions with a fully integrated hardware and software stack, providing complete IoT lifecycle management solutions. Trasna’s aim is the simplification of mass IoT, focusing on security, efficiency, and innovation. Trasna has been hailed as one of the most complete, innovative, and fastest-to-deploy eSIM solution providers in the World.
The Directors of Anemoi consider the Proposed Transaction to be a transformational, value enhancing transaction for all Company stakeholders, and one which is fully aligned with the Company’s stated strategy to identify a RTO target of size and demonstrable growth potential.
Pursuant to the term sheet, it is proposed that the entire issued share capital of Trasna be acquired for total consideration of up to £150 million to be satisfied entirely by the issue of new ordinary shares / depositary interests in the capital of the Company to the shareholders of Trasna (“Consideration Shares”) at a price of £0.02 per ordinary share, which represents a rounded book value per share as at 30 June 2025.
Post-RTO, the consideration Shares will represent approximately 95% of the share capital of the enlarged group.
Duncan Soukup, Chairman of Anemoi, commented: “We are extremely pleased to have signed heads of terms with Trasna. We believe the proposed transaction presents a significant, and scalable growth opportunity for both AMOI- as well as Trasna shareholders; we look forward to working with the Trasna team.”
Stéphane Fund, Founder and CEO of Trasna, commented: “This marks a defining moment in Trasna’s journey. By joining forces with Anemoi, we are opening a new chapter. One that gives Trasna the reach, visibility, and capital framework of a listed company. Our goal remains clear: to make connected devices smarter, more secure, and more accessible worldwide”