TIDMCTEA
RNS Number : 6180B
Catenae Innovation PLC
31 January 2020
CATENAE INNOVATION PLC
("Catenae" or the "Company")
Subscription, conversion of existing liabilities, conditional
issue of warrants and proposed directorate change
Following the recent announcements about the Company's weak
working capital position Catenae announces that it has issued
75,000,000 new ordinary shares in the Company by way of a
subscription and conversion of existing liabilities in the Company.
The shares to be issued pursuant to the subscription and conversion
will use the shareholder authorities granted at the general meeting
held by the Company on 23 December 2019.
Subscription and conditional issue of warrants
The Company has raised GBP153,000 through the subscription (the
"Subscription") for 38,250,000 new ordinary shares ("Subscription
Shares") at a price of 0.4 pence per share (the "Subscription
Price"). The Subscription Shares are subject to a six-month lock-in
expiring six months following their issue. The Subscription Shares
represent circa 35.7 per cent. of the enlarged share capital.
The Company has agreed, subject to shareholder approval at a
forthcoming General Meeting of the Company, to issue each
subscriber a warrant to subscribe for the same number of ordinary
shares subscribed for in the Subscription ("Subscription
Warrants"). The Subscription Warrants are exercisable for a period
of 2 years from issue at the Subscription Price. Subscription
Warrants over 38,250,000 ordinary shares have been conditionally
issued.
Guy Meyer, Interim CEO and a director of the Company, has
subscribed for 2,000,000 (GBP8,000) shares in the Subscription and
pursuant to the AIM Rules, is a related party transaction (the
"Transaction"). Independent Director, Kevin Everett, having
consulted with the Company's Nominated Adviser, believes that the
terms of the Transaction are fair and reasonable insofar as
shareholders are concerned.
Conversion and conditional issue of warrants
Certain of the Company's creditors have agreed to convert their
existing liabilities into ordinary shares (the "Conversion").
Consequently the Company has issued 36,750,000 new ordinary shares
at a price of 1.1p per share (the "Conversion Shares") in order to
settle aggregate liabilities of GBP404,250. The Conversion Shares
are subject to a six-month lock-in expiring 6 months following
their issue. The Conversion Shares represent circa 18.8 per cent.
of the enlarged share capital.
The Conversion has the impact of strengthening the Company's
Balance Sheet and allows the Company to use its cash resources to
fund current and potential trading opportunities.
The Company has conditionally agreed to grant warrants over
20,159,091 new ordinary shares to certain creditors in relation to
the Conversion ("Conversion Warrants"). The Conversion Warrants are
exercisable for a period of 2 years from issue at the Subscription
Price. The issue of the Conversion Warrants is subject to
shareholder authorities being granted at a forthcoming General
Meeting of the Company.
Included in the Conversion detailed above is the issue of
1,158,3649 ordinary shares to Cloisters Capital LLP ("Cloisters" or
"Cloisters' Conversion"). Cloisters is an entity controlled by John
Farthing, Chief Financial Officer. Mr Farthing is not a director of
the Company. Mr Farthing is considered a PDMR (Person Discharging
Management Responsibility). The conversion is in relation to
professional fees owed to Cloisters. Further details of the issue
are set out in a table at the end of this announcement.
The Cloisters' Conversion is considered a related party
transaction pursuant to the AIM Rules as Mr Farthing is a director
of a joint venture of the Company. The directors of the Company,
having consulted with the Company's nominated adviser, believe that
the terms of the Cloisters' Conversion are fair and reasonable
insofar as shareholders are concerned.
Admission of Shares to Trading on AIM
Application has been made for the 75,000,000 new ordinary
shares, constituting the Subscription Shares and the Conversion
Shares, to be admitted to trading on AIM, which is expected to
occur on or around 6 February 2020. The 75,000,000 new ordinary
shares will rank pari passu with the existing ordinary shares.
Proposed Directorate Change
Brian William Thompson has subscribed for 25,000,000 new
ordinary shares in the Subscription and, in addition, has been
issued 5,681,818 Conversion Shares in relation to a creditor
balance owed to him, which, when aggregated with his existing
holding in the Company, will represent circa 29.0 per cent of the
enlarged issued share capital.
It is intended that, subject to the completion of normal
regulatory due diligence, Mr Thompson will be appointed as a
non-executive director of the Company.
Mr Thompson is an entrepreneur and is the founder owner of
Newcastle-based B.T.I.C. Ltd, a successful business that has
operated in the insurance industry since 1985. He is also a
director of Third Eye Neurotech Ltd.
Further disclosure on Mr Thompson will be made in due
course.
Working capital update
The Subscription and Conversion eases the Company's immediate
working capital position and provides the Company with funds to
continue trading and meet its liabilities as they fall due in the
short term. The directors estimate that the Company will be likely
to need to raise further funds by 31 March 2020. The Company will
shortly convene a General Meeting seeking the requisite shareholder
authorities to, inter alia, issue new shares.
The Company's balance sheet has been further strengthened as a
result of circa GBP130,000 payroll related liabilities having being
waived.
The current directors have also reduced their remuneration to
conserve the cash resources of the Company.
Following the Subscription, Conversion and waiver of payroll
related liabilities as described above, the Company's working
capital position will still need to be carefully managed.
General Meeting
As stated above, the Company will be seeking the consent of
shareholders at a General Meeting for, inter alia, renewed
authorities for directors to be able to issue further shares and
the grant of the Conversion Warrants.
Total voting rights
The Company's total issued share capital prior to this
announcement was 32,236,017 ordinary shares of 0.2p each.
Following the Subscription and Conversion described above the
Company's total issued share capital will comprise 107,236,017
ordinary shares. The above figure may be used by shareholders as
the denominator for calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Company under the Disclosure and Transparency
rules.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014. The person who arranged for
release of this announcement on behalf of the Company was Guy Meyer
(Interim Chief Executive Officer).
Catenae Innovation Plc Tel: 020 7929 7826
Guy Meyer
Cairn Financial Advisers LLP, Nominated Adviser Tel: 020 7213 0880
Liam Murray / Jo Turner
Turner Pope Investments (TPI) Limited Broker Tel: 020 3657 0050
Andrew Thacker / Zoe Alexander
Yellow Jersey, PR & IR Adviser
Charles Goodwin Tel: 020 3004 9512
Forward-Looking Statements
Certain statements made in this announcement are forward-looking
statements. These forward-looking statements are not historical
facts but rather are based on the Company's current expectations,
estimates, and projections about its industry; its beliefs; and
assumptions. Words such as 'anticipates,' 'expects,' 'intends,'
'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions
are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties, and other factors, some
of which are beyond the Company's control, are difficult to
predict, and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements.
The Company cautions security holders and prospective security
holders not to place undue reliance on these forward-looking
statements, which reflect the view of the Company only as of the
date of this announcement. The forward-looking statements made in
this announcement relate only to events as of the date on which the
statements are made. The Company will not undertake any obligation
to release publicly any revisions or updates to these
forward-looking statements to reflect events, circumstances, or
unanticipated events occurring after the date of this announcement
except as required by law or by any appropriate regulatory
authority.
Notification of a Transaction pursuant to Article 19(1) of Regulation
(EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person
closely associated
----------------------------------------------------------------------------------
a. Name (1)John Farthing
(2) Guy Meyer
--------------------------------- -----------------------------------------------
2 Reason for notification
--------------------------------- -----------------------------------------------
a. Position/Status (1) Chief Financial Officer
(2) Interim CEO
--------------------------------- -----------------------------------------------
b. Initial notification/ Initial notification
Amendment
--------------------------------- -----------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------------------
a. Name Catenae Innovation plc
--------------------------------- -----------------------------------------------
b. LEI 2138007I2D8YWPMSP544
--------------------------------- -----------------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
----------------------------------------------------------------------------------
a. Description of
the financial Ordinary shares of 0.2p each
instrument, type
of instrument
Identification GB00BKM6CG53
Code
--------------------------------- -----------------------------------------------
b. Nature of the Issue of ordinary shares
transaction
--------------------------------- -----------------------------------------------
c. Price(s) and volume(s) Price(s) per Volume(s)
share
--------------------------------- ------------------
(1) 1.1 pence (1) 1,158,369
(2) 0.4 pence (2) 2,000,000
--------------------------------------------------------------- -----------------
d. Aggregated information
- Aggregated Volume (1) 1,158,364
(2) 2,000,000
- Price
(1) 1.1 pence
(2) 0.4 pence
--------------------------------- -----------------------------------------------
e. Date of the transaction 31 January 2020
--------------------------------- -----------------------------------------------
f. Place of the transaction AIM
--------------------------------- -----------------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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(END) Dow Jones Newswires
January 31, 2020 08:36 ET (13:36 GMT)
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