Catenae Innovation Plc: Placing, Appointment of Joint Broker, Issue of Warrants and Related Party Transaction

27 Feb 2019 07:00

Catenae Innovation Plc: Placing, Appointment of Joint Broker, Issue of Warrants and Related Party Transaction

CATENAE INNOVATION PLC

("Catenae" or the "Company")

Placing, Appointment of Joint Broker,Issue of Warrants and Related Party Transaction

Catenae (AIM: CTEA), the AIM-quoted provider of digital media and technology, is pleased to announce a placing and subscription for a total of 575,000,000 new ordinary shares of 0.10 pence per share in the Company at a price of 0.10 pence per share (“Placing Shares”) for gross proceeds of £575,000 (“the Placing”).

The Placing Shares have been issued at the prevailing market mid-price and the Placing includes further investment from an existing institutional investor to maintain its percentage holding.

Certain directors and senior managers have participated in the Placing, which is a related party transaction, further details of which is set out below.

Issue of Warrants

The Company is also issuing one warrant for every one Placing Share issued at an exercise price of 0.125p which may be exercised up to three years from the date of issue. If exercised, the warrant holder will be entitled to receive a further warrant exercisable at 0.15p which may be exercised for a further two-year period (together, the "Placing Warrants").

The Placing Warrants will not be listed and will be part-issued (approximately 50 per cent.) on Admission of the Placing Shares and part subject to approval of authorities being granted at an Extraordinary General Meeting, notice of which is provided supplementary to this statement.

Appointment of Joint Broker

The Company is pleased to announce that Turner Pope Investments Limited (“TPI”) has been appointed Joint Broker with immediate effect.

The Placing was undertaken by TPI which has agreed to receive the majority of their broking fee in shares at the Placing Price and, accordingly, a further 20,000,000 ordinary shares (“Fee Shares”) will be issued.

Admission

Application will be made for the 595,000,000 new ordinary shares to be admitted to trading on AIM, which is expected to occur on or around 5 March 2019. The 595,000,000 new ordinary shares will rank pari passu with the existing ordinary shares of Catenae.

Following Admission of the Placing Shares and Fee Shares, the Company will have in issue 3,173,601,652 ordinary shares with voting rights. The Company holds 83,333,332 ordinary shares in treasury. The above figure of 3,173,601,652 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 Disclosure and Transparency Rules.

Related Party Transaction

Name	Title	Number of shares subscribed for in the Placing	Number of ordinary shares held following the Placing
Tony Sanders	Director	75,000,000	107,287,499
Guy Meyer	Director	15,000,000	110,458,292
Alan Simpson	Chief Technology Officer	10,000,000	26,667,667
John Farthing	Chief Financial Officer	10,000,000	18,333,334
Total		110,000,000	262,746,792

The issue of shares to Tony Sanders, Guy Meyer, Alan Simpson and John Farthing is a related party transaction pursuant to AIM Rule 13 (the “Transaction”). Kevin Everett, a director of the Company who is independent of the Transaction, having consulted with Cairn Financial Advisers LLP, the Company's nominated adviser, believes that the terms of the transaction are fair and reasonable insofar as shareholders are concerned.

Tony Sanders – CEO“We are pleased to receive this additional support at an important time for the Company’s development strategy and Catenae will invest a substantial proportion of the Placing funds in sales and marketing initiatives to help secure existing opportunities and develop the sales pipeline.”

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. The person who arranged for release of this announcement on behalf of the Company was Tony Sanders (Chief Executive Officer).

For further information:

Catenae Innovation PlcTony Sanders	Tel: 020 7929 7826
Cairn Financial Advisers LLP, Nominated AdviserLiam Murray / Jo Turner	Tel: 020 7213 0880
Alexander David Securities Limited, Joint BrokerDavid Scott / James Dewhurst	Tel: 020 7448 9820
Turner Pope Investments Limited, Joint BrokerAndy Thacker	Tel: 020 3621 4120

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1	Details of the person discharging managerial responsibilities/person closely associated
a.	Name	Tony SandersGuy MeyerAlan SimpsonJohn Farthing
2	Reason for notification
a.	Position/Status	DirectorDirectorChief Technology OfficerChief 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	Catenae Innovation plc
b.	LEI	2138007I2D8YWPMSP544
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 0.10 pence per share ISIN: GB0033127910
b.	Nature of the transaction	Issue of shares in the Placing
c.	Price(s) and volume(s)
			Price(s) per share	Volume(s)
			0.10p	a) 75,000,000b) 15,000,000c) 10,000,000d) 10,000,000
d.	Aggregated information - Aggregated Volume - Price	110,000,000 0.10p
e.	Date of the transaction	27 February 2019
f.	Place of the transaction	AIM, London Stock Exchange