4 Mar 2020 07:00
The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
4 March 2020
Catena Group PLC
("Catena" or the "Company")
Result of Equity Subscription and Issue of Convertible Loan Notes
Further to the announcement made on 3 March 2020, Catena Group plc is pleased to announce that it has raised gross proceeds of £1.5 million before expenses by way of a subscription of 4,000,000 new Ordinary Shares (the "Subscription Shares") at a price of 25 pence per share ("Issue Price") (the "Subscription") and the issue of £0.5 million convertible loan notes ("Loan Notes"). The net proceeds will be used to finance the proposed investment in Insight Capital Partners Ltd.
The Issue Price represents a discount of 9.1 per cent. to the closing price of 27.50 pence on 2 March 2020. The Subscription and the issue of the Loan Notes are both conditional on admission of the Subscription Shares to trading on AIM. The Subscription Shares represent approximately 10.1 per cent. of the Company's issued share capital as enlarged by the Subscription. If the Loan Notes were to be converted in full, this would then result in the issue and allotment of a further 2,000,000 new Ordinary Shares.
Related Party Transactions
Matthew Farnum-Schneider, Chief Executive of the Company, has subscribed for Subscription Shares as outlined below:
Shareholder | Number of Existing Ordinary Shares | Number of Subscription Shares subscribed for | Shareholding following the Subscription
| % of Enlarged Issued Share Capital |
Matthew Farnum-Schneider | 0 | 100,000 | 100,000 | 0.25% |
Matthew Farnum-Schneider is a director of the Company and therefore classified as a related party under the AIM Rules. Matthew has participated in the Subscription in respect of 100,000 Subscription Shares at the Issue Price and his participation is considered a related party transaction for the purposes of the AIM Rules. The Directors, excluding Matthew Farnum-Schneider, having consulted with the Company's nominated advisor, Cantor Fitzgerald Europe, consider the terms of Matthew's participation in the Subscription to be fair and reasonable insofar as the Company's shareholders are concerned.
Richard Bernstein, a significant shareholder, has subscribed for Subscription Shares as outlined below:
Shareholder | Number of Existing Ordinary Shares | Number of Subscription Shares subscribed for | Shareholding following the Subscription
| % of Enlarged Issued Share Capital |
Richard Bernstein | 10,606,000 | 140,000 | 10,746,000 | 27.16% |
Richard Bernstein is a significant shareholder in the Company and therefore classified as a related party under the AIM Rules. Richard has participated in the Subscription in respect of 140,000 Subscription Shares at the Issue Price and his participation is considered a related party transaction for the purposes of the AIM Rules. The Directors, having consulted with the Company's nominated advisor, Cantor Fitzgerald Europe, consider the terms of Richard's participation in the Subscription to be fair and reasonable insofar as the Company's shareholders are concerned.
Admission
Application has been made to the London Stock Exchange for the Subscription Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will occur at 8.00 a.m. on 9 March 2020.
Total Voting Rights
Following Admission, the Company will have 39,561,638 Ordinary Shares in issue, none of which will be held in treasury. Accordingly, the total number of voting rights in the Company will be 39,561,638 and shareholders may use this figure as the denominator for the 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 FCA's Disclosure Guidance and Transparency Rules.
Definitions
Other than where defined, capitalised terms used in this announcement shall have the same meaning as those set out in the "Equity subscription and convertible loan note" announcement released at 7:01 a.m. on 3 March 2020.
* ENDS *
This announcement has been released by Matthew Farnum-Schneider, Chief Executive, on behalf of the Group.
For further information, please visit www.catenagroup.co.uk or contact:
Catena Group PLC Matthew Farnum-Schneider
| +44 (0)20 3743 2543 |
Cantor Fitzgerald Europe (Nomad and Broker) David Foreman/Michael Boot/Adam Dawes
| +44 (0)20 7894 7000 |
St Brides (Financial PR) Catherine Leftley/Beth Melluish
| +44 (0)20 7236 1177 |
Notification of Dealing Forms
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Matthew Farnum-Schneider | ||||
2 | Reason for the notification | |||||
a) | Position/status | Chief Executive | ||||
b) | Initial notification/ Amendment | Initial | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Catena Group PLC | ||||
b) | LEI | 21380098CKBAG1NWCD98 | ||||
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 instrument, type of instrument Identification code | Ordinary Shares of 1p each GB00BYV31355 | ||||
b) | Nature of the transactions | Subscription for Ordinary Shares | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price | N/A
| ||||
e) | Date of the transaction | 3 March 2020 | ||||
f) | Place of the transaction | London Stock Exchange | ||||