RE: What a xxxt of an RNS!5 Jan 2022 10:49
Founder Director Loan & Placing
Following market close on 31 December 2021, a Placing, funded by a loan from the Company, was completed by Tally Founder and CEO, Cameron Parry, that saw the Director enter into a loan agreement with the Company for £1,300,000 (“Loan”) for the sole purpose of participating in a Placing of Tally Ltd shares and warrants on the same terms and conditions as the previous funding round concluded by the Company.
Upon entering into the Loan, Mr Parry immediately applied for 65,000,000 new ordinary shares at 2p each in the Company ("New Shares”) in the name of the trustee of his family trust, Yarramen Corp Limited, and 65,000,000 warrants to purchase new ordinary shares in the Company at 2x the IPO price within 3 years of the IPO date.
It is part of the Company’s corporate strategy to Standard List on the Main Market of the London Stock Exchange (“IPO”), albeit the final share price and listing date is not yet known.
The Board notes this is a large financial commitment made by Tally’s Founder & CEO that will reward success and punish failure, and that the arrangement does not represent a cash outflow of the Loan principal and any outstanding principal will appear as an asset on the Company’s balance sheet.
The Loan principal of £1,300,000 is due for full and final repayment by the Director on the earlier of (i) 31 October 2025, or (ii) the date falling 12 months after the Director ceases to be employed by the Company, or (iii) the date falling 12 months after a Change of Control of the Company (“Repayment Date").
The Director is permitted to make repayments in part or in full prior to the Repayment Date.
The Loan arrangement attracts interest at the current HMRC official guidance rate of 2% p.a. and interest is payable by the Director monthly to the Company for the term of the Loan.
As security for the Loan, the Director has entered into a Pledge Deed with the Company that provides an undertaking that any proceeds from the sale of:
the 65,000,000 New Shares, and
the existing 35,545,988 Tally Ltd shares held in the name of Yarramen Corp Limited (acquired since the Director became CEO of the Company in July 2016 and for which a total of £375,413 was paid), and
any new Tally Ltd shares acquired by the CEO (less direct cost) during the term of the Loan, and
the entire balance of the 600,100 Railsbank Technology Ltd shares held in the name of the trustee of the CEO’s family trust, Yarramen Corp Limited;
shall be used to repay any outstanding amount of Loan principal during the term of the Loan
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