TIDMCTEA
RNS Number : 3870L
Catenae Innovation PLC
29 April 2020
29 April 2020
Catenae Innovation PLC
("Catenae", or the "Company")
Posting of Circular and Notice of General Meeting
Catenae Innovation PLC (AIM: CTEA), the AIM quoted provider of
digital media and technology, today announces that it has posted a
circular to shareholders ("Notice of GM") providing details of a
general meeting of shareholders ("General Meeting").
A General Meeting has therefore been convened to be held at
Premier Inn Thurrock West, Stonehouse Lane, West Thurrock, Purfleet
RM19 1NS at 12:00 p.m. on 14 May 2020.
A copy of the Notice of GM will be available to download from
the Company's website at www.catenaeinnovation.com and the full
text of the Letter from the Chairman is included in this
announcement below.
Shareholders should note the advice set out below regarding the
potential impact of the COVID-19 outbreak on attendance at the
General Meeting.
LETTER FROM THE CHAIRMAN
OF
CATENAE INNOVATION PLC
(Incorporated and registered in England and Wales with
registered number 04689130)
Directors: Registered Office:
Brian Thompson (Non-executive 27 Old Gloucester Street
Chairman) London
Edward Guy Meyer (Interim CEO) WC1N 2AX
John Farthing (Chief Financial
Officer)
29 April 2020
Dear Shareholder
1. Introduction
On 31 January 2020 the Company announced, inter alia, that (i)
certain subscribers of ordinary shares of 0.2 pence each in the
capital of the Company ("Ordinary Shares") would be issued with
warrants to subscribe for 38,250,000 Ordinary Shares (the
"Subscription Warrants") and (ii) certain of the Company's
creditors, who agreed to convert their existing liabilities into
Ordinary Shares would be issued with warrants to subscribe for
20,159,091 Ordinary Shares (the "Creditor Warrants").
On 20 April 2020 the Company also announced a conditional
placing (the "Placing") by Brandon Hill Capital Limited, acting as
the Company's Broker, to raise GBP320,000 by the issue and
allotment by the Company of 32,000,000 Ordinary Shares (the
"Placing Shares"). In addition the holders of the Placing Shares
will receive warrants over 16,000,000 new ordinary shares (the
"Placing Warrants").
The proposals announced on 31 January 2020 and 20 April 2020
requires specific authority to issue 106,409,091 new ordinary
shares.
The directors of the Company (the "Directors") are also seeking
a further general authority to issue up an additional 43,509,909
new ordinary shares.
Consequently, the Company is seeking approval from its
shareholders (the "Shareholders") for authority to issue up to
150,000,000 new ordinary shares (representing GBP300,000 of nominal
value).
2. General Meeting
A notice of a General Meeting of the Company to be held at
Premier Inn Thurrock West, Stonehouse Lane, West Thurrock, Purfleet
RM19 1NS at 12:00 p.m. on 14 May 2020 (the "General Meeting" or
"GM") is set out at the end of this document.
The most recent "stay at home" measures adopted by the
government to combat the covid-19 pandemic prohibit, unless
essential for work purposes, public gatherings of more than two
people. In accordance with guidance issued by the chartered
governance institute (icsa), i t is the company's intention to
proceed with holding the general meeting with the minimum quorum of
shareholders present in order to conduct the business of the
meeting.
Whilst the government's current prohibition on public gatherings
remain in place, no other shareholders will be permitted to
physically attend the meeting. Any shareholder who attempts to
attend the meeting in person will have to be refused entry.
Shareholders are asked instead to vote by proxy by completing
their form of proxy in accordance with the instructions set out
below. The board therefore strongly encourages all shareholders to
vote on the resolutions by proxy before the deadline of 12:00 p.m.
on 12 May 2020.
To ensure your proxy is valid, and in case of any changes in the
identity of the chairman of the GM you should appoint the 'chairman
of the General Meeting' as your proxy.
The Resolutions to be proposed at the General Meeting are as
follows:
(a) Resolution 1: Grant the directors the authority to allot the
shares (Ordinary Resolution)
An ordinary resolution is required to grant the Board the
authority to allot the Placing Shares, the Placing Warrants, the
Creditor Warrants and the Subscription Warrants and the further
headroom to be granted to the Directors in accordance with section
551 of the Companies Act 2006.
(b) Resolution 2: Disapply the statutory pre-emption rights in
relation to the allotment of the shares (Special Resolution).
A special resolution is required to disapply the statutory
pre-emption rights in relation to the allotment and issue of shares
in the capital of the Company.
3. Action to be taken
The Company operates a paperless voting process, which is a
quicker and more secure method of voting online via our registrars'
website. You are therefore able to register your votes by
completing and submitting a form of proxy online through our
registrar's internet Share Portal Service at www.signalshares.com
(search for "Catenae Innovation Plc") as soon as possible even if
you intend to attend the General Meeting, to be received by our
registrars not less than 48 hours (excluding weekends and bank
holidays) before the time fixed for the meeting (or any adjournment
thereof). The completion and return of a Proxy will not prevent you
from attending the General Meeting and voting in person if you
subsequently wish to do so.
Shareholders are reminded that, if their Ordinary Shares are
held in the name of a nominee, only that nominee or its duly
appointed proxy can be counted in the quorum at the General
Meeting.
If you are in any doubt as to what action you should take, you
are recommended to seek your own personal financial advice from
your broker, bank manager, solicitor, accountant or other
independent financial adviser authorised under the Financial
Services and Markets Act 2000 (as amended) if you are resident in
the United Kingdom or, if not, from another appropriately
authorised independent financial adviser, immediately.
To vote online you will need to log into your Share Portal
account or register for the Share Portal if you have not already
done so. To register for the Share Portal you will need your
investor code, which can be found on your share certificate. Once
registered, you will immediately be able to vote.
Voting by proxy prior to the meeting does not affect your right
to attend the meeting and vote in person, should you so wish,
although please see the comments regarding attendance in person at
paragraph 2 above.
If you need any help with voting online or require a paper form
of proxy, please contact the Link Asset Services Shareholder
Helpline on either 0871 664 0391 from the UK (Calls cost 12p per
minute plus your phone company's access charge), or from overseas
on +44 (0) 371 664 0391, or by email at enquiries@linkgroup.co.uk.
Telephone lines are open Monday to Friday (excluding Bank Holidays)
from 9.00 am to 5.30 pm.
4. Recommendation
The Directors consider that the Resolutions (as defined in the
notice of the GM) are fair and reasonable and are in the best
interests of the Company and its Shareholders as a whole. The
Directors therefore recommend you vote in favour of all of the
Resolutions.
The Directors intend to vote in favour of all of the Resolutions
in respect of their own beneficial holdings of Ordinary Shares.
Such shareholdings comprise 35,765,081 Ordinary Shares representing
approximately 33.35 per cent. of the total Ordinary Shares.
Yours faithfully
Brian Thompson
Non-Executive Chairman
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 of the Company.
- Ends -
For further information please contact:
Catenae Innovation PLC +44 (0) 191 580 8545
Guy Meyer, Interim Chief Executive Officer
Cairn Financial Advisers LLP (Nominated Adviser) +44 (0)20 7213 0880
Liam Murray
Jo Turner
Brandon Hill Capital Limited Broker +44 (0) 20 3463 5000
Andy Gutmann +44 (0)78796 8313
Yellow Jersey PR (PR & IR) +44 (0)20 3004 9512
Sarah Hollins
Annabel Atkins
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
MSCGZGZDVLVGGZM
(END) Dow Jones Newswires
April 29, 2020 12:09 ET (16:09 GMT)
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