Last checked at 18 Jul 2022 13:13
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.
Supply@ME Capital plc
(The "Company" or "SYME")
Share issuance and Total Voting Rights
Third tranche of new ordinary shares issued under equity funding facility with Venus Capital SA; new ordinary shares issued to TradeFlow directors; and to correct previous rounding issue
Capital Enhancement Plan deployment
SYME, the fintech business which provides an innovative Platform for use by manufacturing and trading companies to access Inventory Monetisation© solutions enabling their businesses to generate cashflow, today announces that it is to issue the third mandatory tranche ("Third Tranche") of new ordinary shares in the Company to Venus Capital SA ("Venus Capital"), under the key terms of the equity funding facility announced on 27 April 2022. The equity funding facility with Venus Capital forms an integral part of the Company's Capital Enhancement Plan, also announced on 27 April 2022.
The Third Tranche, comprising 1,350,000,000 new ordinary shares, will be issued at a price of 0.05 pence per share, raising gross proceeds for the Company of £675,000.
The Company will additionally issue to Venus Capital 1 warrant for every 2 ordinary shares comprised in the Third Tranche. As such, following the resolutions passed at the Company's Annual General Meeting held on 30 June 2022, the Company will issue a total of 5,585,000,000 warrants to Venus Capital in connection with the signing of the binding agreement and the issue of the first three tranches of new ordinary shares. The issue of warrants is in line with the key terms of the equity funding facility announced on 27 April 2022. The exercise price of the warrants referred to above is 0.065p with the warrants exercisable at any time up to 31 December 2025.
Additionally, with respect to the £1.95m bullet loan announced on 27 April 2022, the Company:
· has exercised its discretion to draw down £100,000 of Loan Notes in order to support its working capital needs. In this regard, the Company will continue to assess its working capital needs and may, at its own discretionary, draw down further amounts in the future;
· will issue £308,500 of Loan Notes in order to settle the over-all fees due to Venus Capital regarding the arrangement of the Capital Enhancement Plan and the three mandatory tranches of equity issues to date.
These Loan Notes are convertible into new ordinary shares with a maturity date of 31 December 2025 at a 10% p.a. interest rate.
TradeFlow acquisition related earn-out payments
The Company will issue 106,762,760 new ordinary shares to each of Tom James, Chief Executive Officer and Chief Investment Officer of TradeFlow Capital Management ("TradeFlow"), and John Collis, Chief Risk Officer and Head of Compliance at TradeFlow, who are both executive directors of SYME, in relation to settlement of post-acquisition earn out payments for the financial year ended 31 December 2021. The combined number of 213,525,520 new ordinary shares was determined by reference to a pre-determined revenue milestone, of which 80% was achieved by TradeFlow during 2021. As detailed in the Company's Annual Report and Accounts for the year ended 31 December 2021, there is an option for the Company to settle the post-acquisition earn out payments in either cash or shares and in this instance the option to settle through the issue of new ordinary shares has been chosen.
Correction of discrepancy concerning number of new ordinary shares in issue
The Company identified that a discrepancy of two ordinary share had occurred between the number reported on its share register and the number of shares in issue recorded at Companies House. This discrepancy was caused due to rounding issues and resulted in two ordinary shares being omitted from previous applications for listing. The Company is seeking to correct this discrepancy through the issue of an additional two new ordinary shares as part of the current share issue.
Total voting rights
Applications has been made to the Financial Conduct Authority (the "FCA") and to the London Stock Exchange plc (the "London Stock Exchange") for admission of ordinary shares comprising the Third Tranche, the TradeFlow new ordinary shares and the two new ordinary shares to the standard segment of the Official List and to trading on the London Stock Exchange's main market for listed securities, respectively ("Admission"). It is expected that Admission will occur at 8.00 a.m. on or around 19 July 2022.
The Company hereby notifies the market, in accordance with the FCA's Disclosure Guidance and Transparency Rule 5.6.1, that following the issue of the Third Tranche of new ordinary shares to Venus Capital, the issue of new ordinary shares to TradeFlow directors and to correct the previous discrepancy in the number of shares, the Company's issued share capital will consist of 42,352,865,472 ordinary shares of £0.00002 per share ("ordinary shares"), each with one vote. There are no shares held in Treasury. Therefore, the total number of voting rights in the Company is 42,352,865,472 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.
For the purposes of UK MAR, the person responsible for arranging release of this Announcement on behalf of SYME is Alessandro Zamboni, CEO.
Contacts
Alessandro Zamboni, CEO, Supply@ME Capital plc, investors@supplymecapital.com
Paul Vann, Walbrook PR Limited, +44 (0)20 7933 8780; paul.vann@walbrookpr.com
Chanice Smith, Cicero/AMO, +44 (0)20 7947 5317; chanice.smith@cicero-group.com
Notes
Supply@ME Capital PLC and its operating subsidiaries (together the "Group") provide an innovative fintech platform (the "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.