Last checked at 3 Oct 2022 12:22
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU, WHICH IS PART OF UNITED KINGDOM DOMESTIC LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the FCA and is not a prospectus nor an offer of securities for sale in any jurisdiction.
Neither this announcement, nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any securities referred to in this announcement except solely on the basis of the information contained in the prospectus referred to in this announcement (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, published by Supply@ME Capital plc (the "Company" or "SYME").
Words and expressions defined in the Prospectus shall, unless the context provides otherwise, have the same meanings in this announcement.
An electronic copy of the Prospectus dated 3 October 2022 will shortly be available for inspection on the Company's website at https://www.supplymecapital.com/investor/ and will be submitted to the National Storage Mechanism maintained by the FCA and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
3 October 2022
Supply@ME Capital plc
Publication of Prospectus
Admission of Admission Shares
Secondary Admission of Secondary Admission Shares
Further Admission of Further Admission Shares
Entry into Side Letter with Venus to raise Venus Amount
Entry into Addendum Deed with Mercator containing Mercator Repayment Option
Total Voting Rights
SYME, the fintech business which provides an innovative fintech platform ("Platform") for use by manufacturing and trading companies to access Inventory Monetisation© solutions enabling their businesses to generate cashflow, is pleased to announce publication of the Prospectus prepared in relation to, inter alia:
· Admission of Admission Shares, comprising 3,048,986,302 Ordinary Shares issued to Venus on conversion of £1,500,000 Tranche B Venus CLNs plus accrued interest;
· Secondary Admission of Secondary Admission Shares, comprising all remaining 1,230,000,000 Venus Mandatory Subscription Shares, all remaining 7,500,000,000 Venus Optional Subscription Shares and 848,498,083 Ordinary Shares issued to Venus on conversion of £417,500 Tranche A Venus CLNs plus accrued interest;
· the entry by the Company and Venus into the Side Letter, pursuant to which the Company has contractually agreed to raise the Venus Amount (£4,365,000 in aggregate), and be in receipt of immediately available funds to exercise and settle the Mercator Exercise Option on or before 17 October 2022;
· the entry by the Company, Supply@ME Italy and Mercator into the Addendum Deed, pursuant to which the Company has secured the Mercator Repayment Option to pay, at its discretion at any time prior to or on 17 October 2022, £3,536,553 in cash in immediately available funds to Mercator in full and final settlement of all outstanding amounts payable under the Mercator Loan Notes and the Mercator CLNs (including incurred fees), and, if such amount is paid by the Company, the Company will not be required to issue any additional Mercator Conversion Shares; and
· assuming the exercise by the Company of the Mercator Repayment Option utilising the Venus Amount and following any relevant conversion or exercise event(s) from time to time, Further Admission of up to a maximum of 9,442,956,647 Further Admission Shares, comprising up to 961,832,433 Mercator Warrant Shares, up to 8,175,000,000 Venus Warrant Shares and up to 306,124,214 Open Offer Warrant Shares.
Alessandro Zamboni, CEO of SYME, said:
"The publication of the Prospectus is an important step in the Capital Enhancement Plan, announced on 27 April 2022, which seeks to settle the Company's existing debts and procure further financing on terms more favourable to SYME and our Shareholders.
"Under the Capital Enhancement Plan, the Company entered into the Mercator Amendment and the Venus Subscription Agreement and undertook the Open Offer in order to raise up to £7,500,000 in new equity capital to enable the Company, at its election, to settle the outstanding Mercator Loan Notes and Mercator CLNs in cash rather than by the conversion of Mercator CLNs into Mercator Conversion Shares.
"Pursuant to the Side Letter and the Addendum Deed, both executed today, the Company has agreed with Venus and Mercator (respectively) to, inter alia, accelerate Venus's subscription of all remaining Venus Mandatory Subscription Shares and Venus Optional Subscription Shares at Secondary Admission to raise gross proceeds of £4,365,000 (i.e., the Venus Amount).
"It is the intention of the Company to exercise the Mercator Repayment Option and to pay £3,536,553to Mercator in full and final settlement of all outstanding amounts payable by the Company to Mercator under the Mercator Loan Notes and Mercator CLNs (including incurred fees) utilising the Venus Amount.
"Given the inherent protective optionality baked into the Mercator Repayment Option, for good order, the Company has set out in the Part IV of the Prospectus the estimated maximum numbers of New Ordinary Shares which it would need to issue in the context of Further Admission in the scenario where it does and does not trigger the Mercator Repayment Option. Clearly, the Company's stated intention is to exercise the Mercator Repayment Option after Secondary Admission takes place and once it is in receipt of the Venus Amount - investors are strongly encouraged to bear that in mind.
"The Board firmly believes that following Admission, Secondary Admission and the exercise of the Mercator Repayment Option utilising the Venus Amount, the "cap table" of the Company will be rationalised and, when taken with the first Inventory Monetisation© transaction, the investment proposition of SYME is significantly de-risked and its equity story is advanced. Moreover, the Company does not expect to raise additional finance through the issue of further new Ordinary Shares in the foreseeable future, save, of course, to the extent any outstanding warrants are exercised by existing holders."
The Company has made applications to the FCA and the London Stock Exchange in connection with Admission, which is expected to occur at 8.00 a.m. on 6 October 2022.
The Company hereby notifies the market, in accordance with the FCA's Disclosure Guidance and Transparency Rule 5.6.1, that on Admission, the Company's issued share capital will consist of 47,008,292,650 Ordinary Shares, each with one vote. The Company does not hold any Ordinary Shares in treasury. On Admission, the total number of voting rights in the Company will be 47,008,292,650 and this figure may be used by Shareholders 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.
The Company will make applications to the FCA and the London Stock Exchange in connection with Secondary Admission, which is expected to occur on 11 October 2022.
Further Admission of any Further Admission Shares will become effective, and unconditional dealings in such Further Admission Shares will commence, on a date (or dates) to be determined following the relevant conversion or exercise event(s) from time to time.
The Company will notify the market of the total voting rights denominator to be used by Shareholders following Secondary Admission and Further Admission(s) in due course.
For the purposes of UK MAR, the person responsible for arranging release of this announcement on behalf of SYME is Alessandro Zamboni, CEO.
Enquiries
Investors & analysts:
Alessandro Zamboni, CEO, Supply@ME Capital plc, investors@supplymecapital.com
Paul Vann, Walbrook PR Limited, +44 (0)20 7933 8780; paul.vann@walbrookpr.com
Media:
Nicole Louis, MHP, Nicole.Louis@mhpc.com
Orrick, Herrington & Sutcliffe (UK) LLP is acting as legal adviser to SYME.
Notes
SYME and its operating subsidiaries provide a Platform for use by manufacturing and trading companies to access inventory trade solutions enabling their businesses to generate cashflow, via a non-credit approach and without incurring debt. This is achieved by their existing eligible inventory being added to the Platform and then monetised via purchase by third party Inventory Funders. The inventory to be monetised can include warehouse goods waiting to be sold to end-customers or goods/commodities that are part of a typical import/export transaction. SYME announced in August 2021 the launch of a global Inventory Monetisation programme which will be focused on both inventory in transit monetisation and warehouse goods monetisation. This program will be focused on creditworthy companies and not those in distress or otherwise seeking to monetise illiquid inventories.