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5 Jul 2024 07:00
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR")
5/07/2024
Valereum Plc("Valereum" or the "Company")
Completion of £2 million Subscription
Exercise of Warrants and Options
Directors' Dealing
Valereum Plc (AQSE: VLRM) is pleased to announce it has concluded the raise of £2 million from its Chairman, James Formolli, through the issuance of 55,411,752 new ordinary shares of £0.001 each in the capital of the Company (the "Subscription Shares") at £0.036 per Subscription Share (the "Subscription Price") with no warrants attached (the "Subscription") and the issuance of 15,000,000 GATE Tokens - VLRM's utility token.
As announced previously, the proceeds of the raise will be used to fund Valereum's growth across its VLRM Markets, Technology and Capital verticals. In addition, the proceeds will be used to expand the utility of GATE Token across the VLRM ecosystem and to extinguish its remaining loan, following which, there will be no outstanding loan liabilities.
Exercise of Warrants and Options
The Company also announces that options and warrants have been exercised over a total of 6,757,692 ordinary shares of £0.001 each for total proceeds of £9,458, comprising 4,807,692 ordinary shares for James Formolli (Chairman), 825,000 ordinary shares for Peter Sekhon (Investor Relations Director), 825,000 ordinary shares for Karl Moss (CFO) and 300,000 ordinary shares for a service provider.
On completion of the Subscription and exercise of warrants, James Formolli's shareholding is expected to increase to 41.34%.
Rule 4.6 Statement - Related Party Transactions
In relation to James Formolli's subscription, the Directors (other than James Formolli) confirm that, having exercised reasonable care, skill and diligence, the related party transaction is fair and reasonable as far as the shareholders of the issuer are concerned.
Admission
Application will be made for the listing of the new Ordinary Shares, which will rank pari passu with the existing Ordinary Shares in issue, to be admitted to trading on the AQSE Growth Market ("Admission"). Dealings are expected to commence on or about 10 July 2024 and the issue is subject only to Admission.
Total voting rights
Following the subscription and exercises of warrants and options, the Company's total number of Ordinary Shares in issue will be 171,332,349. This figure may be used by shareholders as the denominator for the calculation to determine if they are required to notify the Company of their interest in, or a change to their interest in, the Company's securities pursuant to the Company's Articles.
For further information, please contact as follows:
Enquiries:
Valereum Plc
James Formolli, Chairman
Tel: +971 4584 6284
Stanford Capital Partners
Tel: 023 3650 3650
Bob Pountney
Patrick Claridge
First Sentinel Corporate Finance
AQSE Corporate Adviser
Brian Stockbridge
Tel: +44 20 3855 5551
Further updates to follow in due course.
The Directors of the Company accept responsibility for the contents of this announcement.
For more information, please visit the Company's website at www.vlrm.com
NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES OR CONNECTED PERSONS
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | James Formolli | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Chairman | ||||
| b) | Initial notification / Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Valereum Plc | ||||
| b) | LEI | 213800EJ8BFEQQ9POX79 | ||||
| 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 | Ordinary shares of 0.1p each | ||||
| Identification Code | GI000A2P2W41 | |||||
| b) | Nature of the transaction | Subscription of ordinary shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information: · Aggregated volume · Price |
Single transaction, see details in item (c) above | ||||
| e) | Date of the transaction | 4 July 2024 | ||||
| f) | Place of the Transaction | Outside a trading venue | ||||
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 | Ordinary shares of 0.1p each | |||||
Identification Code | GI000A2P2W41 | ||||||
b) | Nature of the transaction | Exercise of warrants | |||||
c) | Price(s) and volume(s) |
| |||||
d) | Aggregated information: · Aggregated volume · Price |
Single transaction, see details in item (c) above | |||||
e) | Date of the transaction | 4 July 2024 | |||||
f) | Place of the Transaction | Outside a trading venue | |||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Peter Sekhon | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Investor Relations Director | ||||
b) | Initial notification / Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Valereum Plc | ||||
b) | LEI | 213800EJ8BFEQQ9POX79 | ||||
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 | Ordinary shares of 0.1p each | ||||
Identification Code | GI000A2P2W41 | |||||
b) | Nature of the transaction | Exercise of warrants | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price |
Single transaction, see details in item (c) above | ||||
e) | Date of the transaction | 4 July 2024 | ||||
f) | Place of the Transaction | Outside a trading venue | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Karl Moss | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Chief Financial Officer | ||||
b) | Initial notification / Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Valereum Plc | ||||
b) | LEI | 213800EJ8BFEQQ9POX79 | ||||
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 | Ordinary shares of 0.1p each | ||||
Identification Code | GI000A2P2W41 | |||||
b) | Nature of the transaction | Exercise of warrants | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price |
Single transaction, see details in item (c) above | ||||
e) | Date of the transaction | 4 July 2024 | ||||
f) | Place of the Transaction | Outside a trading venue | ||||
TR-1: Standard form for notification of major holdings
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii: | Valereum Plc | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer | X | |||||
2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
An acquisition or disposal of voting rights | X | |||||
An acquisition or disposal of financial instruments | ||||||
An event changing the breakdown of voting rights | ||||||
Other (please specify) iii: | ||||||
3. Details of person subject to the notification obligation iv | ||||||
Name | James Formolli | |||||
City and country of registered office (if applicable) | ||||||
4. Full name of shareholder(s) (if different from 3.) v | ||||||
Name | ||||||
City and country of registered office (if applicable) | ||||||
5. Date on which the threshold was crossed or reached vi: | 04/07/2024 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 04/07/2024 | |||||
7. Total positions of person(s) subject to the notification obligation | ||||||
% of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments(total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights held in issuer (8.A + 8.B) vii | |||
Resulting situation on the date on which threshold was crossed or reached | 41.34% | 41.34% | 70,833,730 | |||
Position of previous notification (if applicable) | 9.72% | 9.72% | ||||
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii | |||||||||
A: Voting rights attached to shares | |||||||||
Class/type ofshares ISIN code (if possible) | Number of voting rights ix | % of voting rights | |||||||
Direct (DTR5.1) | Indirect (DTR5.2.1) | Direct (DTR5.1) | Indirect (DTR5.2.1) | ||||||
Ordinary Shares GI000A2P2W41 | 70,833,730 | 41.34% | |||||||
SUBTOTAL 8. A | 70,833,730 | 41.34% | |||||||
| |||||||||
B 1: Financial Instruments according to DTR5.3.1R (1) (a) | |||||||||
Type of financial instrument | Expirationdate x | Exercise/Conversion Period xi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
SUBTOTAL 8. B 1 | |||||||||
| |||||||||
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b) | |||||||||
Type of financial instrument | Expirationdate x | Exercise/Conversion Period xi | Physical or cash Settlement xii | Number of voting rights | % of voting rights | ||||
| SUBTOTAL 8.B.2 | ||||||||
| |||||||||
9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") | ||||
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii | X | |||
Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) xiv | ||||
Name xv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
| ||||
10. In case of proxy voting, please identify: | ||||
Name of the proxy holder | ||||
The number and % of voting rights held | ||||
The date until which the voting rights will be held | ||||
11. Additional information xvi | ||||
Place of completion | England, UK |
Date of completion | 04 July 2024 |
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