Notification of Transaction of a Person Closely Associated30 Jun 2023 08:00
· SYME will reduce its ownership in TradeFlow from 100% to 19% by selling 81% of the issued share capital in TradeFlow to Tom James and John Collis (the "Buyers"), creating a clear separation between SYME's IM fintech Platform and TradeFlow's regulated fund management business.
· This separation is aimed at removing any potential future conflicts of interest between the two businesses and associated regulatory and commercial hurdles, which will in turn improve the growth prospects of both businesses.
· The consideration for SYME's 81% stake in TradeFlow will be £14,386,100 (the "Cash Quantum") of which £12,386,100 will be netted off against potential future amounts owed by SYME to the Buyers under the terms of an earn-out letter relating to the original acquisition of TradeFlow on 1 July 2021 (the "TradeFlow Acquisition").
· SYME's major shareholder, The AvantGarde Group S.p.A. ("TAG"), will assume the obligation of the Buyers to pay SYME the remaining £2,000,000 of the Cash Quantum (the "TAG Amount") by way of a novation. The TAG Amount will be repaid by TAG to SYME in multiple tranches, with the final tranche being payable by 31 January 2024. In consideration for assuming the £2,000,000 obligation of the Buyers, TAG will acquire 1,026,525,520 existing ordinary shares of nominal value £0.00002 each in the capital of SYME ("Ordinary Shares") from the Buyers.
· The TAG Amount will be offset against the current obligations of TAG under the English law governed fixed term unsecured working capital loan agreement that was entered into by the Company and TAG on 28 April 2023, as amended on 30 June 2023 (the "TAG Unsecured Working Capital Loan Agreement") and reduce the obligations under the TAG Unsecured Working Capital Loan Agreement to up to £800,000.
· The acquisition of the 1,026,525,520 existing Ordinary Shares by TAG from the Buyers will not create any dilution to existing Shareholders and the deemed price per Ordinary Share to be acquired from the Buyers is approximately 0.195 pence, approximately 50% above the closing price on 29 June 2023 of 0.13 pence per Ordinary Share.
· Additionally, TradeFlow will enter into a three-year white-label licence agreement with Supply@ME Technologies S.r.l., a wholly owned subsidiary of SYME, with respect to use of the Platform, on a non-exclusive basis and limited to the Asia-Pacific ("APAC") region, for a total consideration of £1,000,000 payable over a three-year period.
Note that even the £2M payable only appears to be being paid to SYME through the issue of over 1 billion SYME shares.
As Theanalyser says it appears to be being sold at a big loss.