RE: Reported13 Feb 2026 14:06
The original Klarian Loan deal details, note that Sanderson involved fwiw:
Catenai will provide the loan amount in up to three equal tranches of £150,000, with the first tranche due on execution of the CLN. Advancement of the second and third tranches, in aggregate £300,000, under the CLN would be subject to Catenai being satisfied by the financial performance of Klarian.
The loan notes issued under the CLN will be for an amount equal to the loan amounts and a drawdown fee in each case and, additionally, in the case of the first loan note, the arrangement fee and legal fee.
The loan notes may be repaid to Catenai at any time before 31 December 2024 in cash provided Klarian has given Catenai prior written notice of not less than 5 business days and provided further that at any time prior to actual repayment Catenai has not given written notice demanding that the loan notes be converted into ordinary shares of £0.01 each in Klarian. If such conversion notice is served the conversion shall take place within 5 business days (subject to Klarian obtaining any required shareholder approvals) and be at a price of £17.25 per Klarian ordinary share (25% discount to the last fundraise completed by Klarian) or, if Klarian has undertaken a fundraise with independent third parties for value, the price per Klarian's ordinary share at the last such fundraise prior to conversion less a 25% discount.
If the notes have not been repaid, converted or redeemed prior to 31 December 2024, then Catenai shall be deemed to have served a conversion notice on such redemption date, and conversion shares (at the price set out above) shall be issued to Catenai within 5 business days of the redemption date.
The proceeds of the CLN will be used to fund Klarian's current working capital requirements.
Pursuant to AIM Rule 12, the Klarian CLN constitutes a substantial transaction under the AIM Rules for Companies. For the year ended 31 December 2022, Klarian had revenue of approximately £6,000 and made a loss of approximately £1,400,000. Klarian's unaudited management accounts as at 31 March 2024 show net current assets of approximately negative £540,000, and net assets of approximately £600,000. It is currently loss making, however, the directors of Catenai believe the growth prospects of Klarian justify entering into the CLN.
Sarfraz Munshi, Non-Executive Director of the Company, has an interest of approximately 1.5 per cent. in Klarian. Sanderson Capital Partners Limited, a substantial shareholder of the Company as at the date of this announcement, also has an interest of approximately 2.3 per cent. in Klarian.
As notified on 28 March 2024, Sarfraz Munshi is the board representative of Sanderson Capital Partners Limited. Mr Munshi is a partner / investment manager of Sanderson Capital Partners Limited.
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