REG - Catenai PLC - Notice of AGM & Proposed Share Sub-division
17/04/2025 15:45
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RNS Number : 5260F Catenai PLC 17 April 2025
17 April 2025
Catenai PLC
("Catenai", the "Company")
Proposed Share Sub-division
Proposed Investment in Alludium
Notice of AGM
Catenai PLC (AIM: CTAI), the AIM quoted provider of digital media and
technology, announces that, further to the announcement on 11 April 2025, the
Company has sent a notice of Annual General Meeting to shareholders.
The AGM will be held at noon on 12 May 2025 at the offices of RWK Goodman LLP,
69 Carter Lane, London EC4V 5EQ.
After the formal business of the meeting, Barry Downes, Chairman of Alludium
Ltd ("Alludium"), will make a presentation and answer questions to
shareholders.
Catenai will also hold an investor event presenting Alludium during London
Tech Week commencing 9 June 2025. Details will be announced nearer the time.
The notice of Annual General Meeting may be downloaded from
www.catenaiplc.com/investors/financial-reports
(http://www.catenaiplc.com/investors/financial-reports)
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2025
Latest time and date for receipt of the Forms of Proxy 12:00pm on 8 May 2025
Annual General Meeting 12:00pm on 12 May 2025
Latest date for dealings in Existing Ordinary Shares 12 May 2025
Admission effective and commencement of dealings in the New Ordinary Shares 15 May 2025
CREST accounts credited with the New Ordinary Shares in uncertificated form 15 May 2025
Notes:
(1) References to times above are to London time (unless otherwise stated).
(2) The dates set out in the timetable above may be subject to change.
(3) If any of the above times or dates should change, the revised times and/or
dates will be notified by an announcement to a regulatory information service.
The text from the Chairman's letter as well as the definitions are set out in
Appendix I.
This announcement contains inside information for the purposes of the UK
Market Abuse Regulation. The person who arranged for release of this
announcement on behalf of the Company was John Farthing, Interim Chief
Executive Officer of the Company and the Directors of the Company are
responsible for the release of this announcement.
For further information please contact:
Catenai PLC +44 (0)20 7183 8666
John Farthing, Interim Chief Executive Officer
Cairn Financial Advisers LLP (Nominated Adviser) +44(0)20 7213 0880
Liam Murray / Ludovico Lazzaretti / James Western
Shard Capital Partners LLP (Broker) +44 (0)20 7186 9952
Damon Heath
Notes to Editors:
About Catenai PLC
Catenai is an AIM quoted provider of digital media and technology services.
The Company has an experienced IT team of project managers and integrators who
have deployed systems across corporate, government and educational sectors.
www.catenaiplc.com (http://www.catenaiplc.com)
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed to be, forward
looking statements. Forward looking statements are identified by their use of
terms and phrases such as ''believe'', ''could'', "should" ''envisage'',
''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect",
''will'' or the negative of those, variations or comparable expressions,
including references to assumptions. These forward looking statements are not
based on historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of operations,
performance, future capital and other expenditures (including the amount,
nature and sources of funding thereof), competitive advantages, business
prospects and opportunities. Such forward looking statements reflect the
Directors' current beliefs and assumptions and are based on information
currently available to the Directors.
Appendix I
1. Introduction
The Company announced on 11 April 2025 that it had conditionally raised
£750,000 through the placement of 500,000,000 to be created New Ordinary
Shares of 0.01 pence each (Fundraise) at a placing price of 0.15 pence each.
In addition to and in order to facilitate the Fundraise, the Company also
announced on 11 April 2025 that it proposed to:
· carry out the Sub-Division;
· settle accrued directors fees through the issue of 30,000,000 New
Ordinary Shares;
· make an initial investment of £500,000 into Alludium Ltd;
· issue warrants over 100,000,000 New Ordinary Shares to the
founders of Alludium Ltd; and
· issue further warrants over New Ordinary Shares to its broker and
to Brian Thompson and John Farthing.
The actions noted above are subject to the Board receiving shareholder
approval at the Company's forthcoming Annual General Meeting, notice of which
is set out at the end of this Document.
2. Proposed Sub-Division of share capital
In order to facilitate the actions noted in paragraph 1 above, the Company is
proposing to undertake the Sub-Division. The Company's share price is
currently trading at below the nominal value of its Existing Ordinary Shares.
A company is unable to issue new ordinary shares at a price below its nominal
value. The Sub-Division is therefore necessary to proceed with the proposed
issue of New Ordinary Shares and issue of rights to acquire New Ordinary
Shares.
The proposed Sub-Division will comprise of each Existing Ordinary Share in the
capital of the Company being subdivided into one New Ordinary Share of 0.01
pence each and one New Deferred Share of 0.19 pence each.
The structure of the Sub-Division is such that the Company will continue to
meet the statutory requirement of having £50,000 minimum nominal value of
issued share capital.
If the Resolutions are passed, the Sub-Division will become effective
immediately following close of business on that date.
3. Resulting Share Capital
The issued share capital of the Company immediately following the
Sub-Division, is expected to comprise 394,574,451 New Ordinary Shares,
394,574,451 New Deferred Shares, 32,236,017 Existing Deferred Shares of 9.8
pence each and 57,007,785 Existing Deferred Shares of 0.8 pence each.
Conditional on shareholder approval, following the Sub-Division, Fundraise,
Director Settlement and Admission (as detailed below), the issued share
capital of the Company will be 924,574,451 New Ordinary Shares of 0.01 pence
each.
4. Rights attaching to New Ordinary Shares and the Deferred
Shares
The New Ordinary Shares arising upon implementation of the Sub-Division will
have the same rights as the Existing Ordinary Shares, including voting,
dividend and other rights and as set out in the Articles.
The New Deferred Shares arising upon implementation of the Sub-Division will
have the same rights as the Existing Deferred Shares, including no dividend or
voting rights and, upon a return of capital, the right only to receive the
amount paid up thereon after the holders of ordinary shares in the capital of
the Company have received the aggregate amount paid up thereon and as set out
in the Articles.
5. Effects on Options and Other Instruments
The entitlements to New Ordinary Shares of holders of securities or
instruments convertible into New Ordinary Shares (such as share options) are
expected to be adjusted to reflect the Sub-Division.
6. Proposed Investment in Alludium
Catenai has entered into a non-legally binding term sheet with Alludium Ltd
("Alludium") for an investment in Alludium based on the terms set out further
below.
Alludium Ltd (https://www.alludium.ai/ (https://www.alludium.ai/) ) is a
software company which has developed a Multi-Agent AGI (Artificial General
Intelligence) platform for AI automation of processes and solutions for
productivity. Alludium is the next evolution of Agentic AI and has a wide
degree of applications, for example, in the enterprise automation software
market, a $120 billion market according to Grand Markets Reports and also
replacing Business Process Outsourcing, a market worth $280 billion (Grand
View Research).
Alludium is a multi-agent platform that integrates with any foundation AI
model, including: OpenAI's GPT and o1/o3 models, Anthropic's Claude models,
Meta's Llama models, Google's Gemini models and DeepSeek. Alludium plans to
announce its AI Agent technology, alongside the Langchain Interrupt conference
in San Francisco in May 2025 and expects to rollout with select partners
afterwards.
The AI Agent space is just evolving, and as such Alludium is a new technology
company currently building its platform launch. Therefore, Alludium is
pre-revenue company and has yet to file accounts.
It is proposed that Catenai will invest £500,000 for 675,675 shares in
Alludium at a price of £0.74 per share. The Company intends to invest a
further £450,000 into Alludium ("Second Investment"), subject to receipt of
funds from Klarian Limited per the announcement of 7 April 2025 or a further
fundraise. While the Company intends to progress the Second Investment, there
is no certainty that it will proceed.
In addition, Catenai will receive additional shares in Alludium as part of an
investment bonus share issuance equal to 10% of the investment made by
Catenai.
Assuming no further share issuances by Alludium, the Company would hold, in
aggregate, approximately 13% of the enlarged share capital of Alludium.
Subject to the commercial launch of Alludium, Catenai will issue warrants over
100,000,000 New Ordinary Shares in the Company, exercisable at a price of 0.3
pence per share to the founders of Alludium. The warrants will expire 18
months from the date of issue.
The Company's business plan remains focused on developing and commercialising
its core, albeit small, operations as an operating company. However, due to
significant challenges in scaling organically through its historic business
activity - including limited access to follow-on capital and sector-specific
constraints - the Company has, in the interim, sought to complement its
strategy through selective, opportunistic investments in private companies,
such as its prior investment in Klarian.
7. Fundraise and Conversion of Directors' Fees
As announced 11 April 2025, the Company has raised, conditional on shareholder
approval, £750,000 through the issue of 500,000,000 New Ordinary Shares at
the Placing Price, being 0.15 pence per share.
In addition, accrued director fees of £45,000 will be settled through the
issue of 30,000,000 New Ordinary Shares at the Placing Price as detailed in
the table below ("Director Settlement"):
Director Current Shares Shares issued in lieu of salary Resultant shareholding following Admission Resultant % shareholding following Admission
John Farthing 2,287,503 6,666,666 8,954,169 0.97%
Brian Thompson 11,263,759 23,333,334 34,597,093 3.74%
Conditional on shareholder approval, following the Sub-Division, Fundraise,
Director Settlement and Admission, the issued share capital of the Company
will be 924,574,451 New Ordinary Shares of 0.01 pence each.
8. Warrants
As announced 11 April 2025, subject to approval of shareholder authorities and
Admission, the Company's broker, Shard Capital Partners, will be issued
warrants over 20,000,000 New Ordinary shares in the Company. The warrants will
be exercisable for a period of 36 months from the date of Admission with an
exercise price of 0.18 pence per New Ordinary Share.
The Company has carefully monitored its cash position, and as such, the
Chairman, Brian Thompson, has not taken a salary for at least twelve months.
In addition, John Farthing has spent significant time on the Company's
affairs, since his appointment as interim CEO in March 2024 on a significantly
reduced salary. In light of the above and subject to shareholder approval,
90,000,000 warrants over New Ordinary Shares will be issued to certain
directors to align themselves with shareholders and reward them in the event
of significant share price appreciation, as set out in the table below.
Brian Thompson John Farthing
Chairman CEO/CFO
Warrant Terms Number Number
Exercise price £0.0018 for 12 months 15,000,000 25,000,000
Exercise price £0.003 for 18 months 20,000,000 30,000,000
Total 35,000,000 55,000,000
9. Admission to trading on AIM
Subject to, inter alia, the approval of the Resolutions, application has been
made to the London Stock Exchange for the New Ordinary Shares to be admitted
to trading on AIM. Assuming that the Resolutions are passed at the Annual
General Meeting, it is anticipated that Admission will become effective and
that dealings in the New Ordinary Shares will commence on AIM at 8.00 a.m. on
or around 15 May 2025.
10. General Meeting
You will find set out at the end of this Document a notice convening the
Annual General Meeting to be held at RWK Goodman LLP, 69 Carter Lane, London,
EC4V 5EQ at 12pm on 12 May 2025.
The Resolutions to be proposed at the Annual General Meeting are as follows:
(a) Resolutions 1 to 3: Resolutions in respect of accepting the
annual accounts of the Company, re-appointing a Director who was appointed to
the Board since the last general meeting of the Company and re-appointing the
Company's auditors (Ordinary Resolutions)
Ordinary Resolutions are proposed to approve routine business at the Annual
General Meeting
(b) Resolution 4 Approving the terms of the Company's proposed
investment in Alludium Ltd (Ordinary Resolution)
An ordinary resolution is proposed to approve the terms of and the company
entering into a proposed investment in Alludium Ltd.
(c) Resolution 5: Sub-Division (Ordinary Resolution)
An ordinary resolution is proposed to approve the Sub-Division. The Board
considers it desirable to effect the Sub-Division as, in the Board's opinion,
it should improve the liquidity and marketability of New Ordinary Shares.
(d) Resolution 6: Grant the directors the authority to allot
shares and grant rights (Ordinary Resolution)
An ordinary resolution is required to grant the Board the authority to allot
shares and grant rights to subscribe for shares in the capital of the Company
in accordance with section 551 of the Companies Act 2006.
(e) Resolution 7: Disapply the statutory pre-emption rights in
relation to the allotment of shares and granting of rights to subscribe for
shares (Special Resolution)
A special resolution is required to disapply the
statutory pre-emption rights in relation to the allotment and issue of shares
in the capital of the Company.
11. Action to be taken
You are requested to register your votes by completing, scanning and then
submitting a Form of Proxy (enclosed with the Annual General Meeting notice
below) to the Registrar at: proxy@avenir-registrars.co.uk as soon as possible.
Even if you intend to attend the Annual General Meeting you are encouraged to
complete and return a Form of Proxy. The Form of Proxy must be received by the
Registrar not less than 48 hours (excluding weekends and bank holidays) before
the time fixed for the Annual General Meeting (or any adjournment thereof).
You may also vote by completing and posting a Form of Proxy to the Registrar
at: Avenir Registrars Ltd, 5 St Johns Lane, London, EC1M 4BH.
The completion and return of a Form of Proxy will not prevent you from
attending the Annual General Meeting and voting in person if you subsequently
wish to do so.
Shareholders are reminded that, if their shares are held in the name of a
nominee, only that nominee or its duly appointed proxy can be counted in the
quorum at the Annual General Meeting. Separate processes exist for CREST votes
to be cast within the CREST system.
If you are in any doubt as to what action you should take, you are recommended
to seek your own personal financial advice from your broker, bank manager,
solicitor, accountant or other independent financial adviser authorised under
the Financial Services and Markets Act 2000 (as amended) if you are resident
in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser, immediately.
If you need any help with voting please contact the Registrar, Avenir
Registrars Ltd on +44 20 7692 5500, or by email at
proxy@avenir-registrars.co.uk (mailto:proxy@avenir-registrars.co.uk) .
12. Electronic Communications
As detailed in the circular giving notice of the previous annual general
meeting of the Company, all notices, documents and the supply of information
to shareholders will be done via electronic means. This circular is sent by
email only.
13. Recommendation
The Directors consider that the actions noted in paragraph 1 are fair and
reasonable and are in the best interests of the Company and its Shareholders
as a whole. The Directors therefore recommend you vote in favour of all of the
Resolutions.
The Directors intend to vote in favour of all of the Resolutions in respect of
their own beneficial holdings of Existing Ordinary Shares. Such shareholdings
comprise 13,551,262 Existing Ordinary Shares representing approximately 5.25
per cent. of the total Existing Ordinary Shares.
Yours faithfully
Brian Thompson
Chairman
DEFINITIONS
"Admission" admission of the New Ordinary Shares to trading on AIM and such admission
becoming effective in accordance with the AIM Rules;
"AIM Rules" the AIM Rules for Companies and the AIM Rules for Nominated Advisers, as
issued by the London Stock Exchange from time to time;
"AIM" the AIM market operated by the London Stock Exchange;
"Annual General Meeting" the annual general meeting of the Company to be held at RWK Goodman LLP, 69
Carter Lane, London, EC4V 5EQ on 12 May 2025 at 12pm, notice of which is set
out at the end of this Document;
"Articles" the articles of association of the Company at the date of this Document;
"Board" the board of directors of the Company;
"Certificated" or in "Certificated Form" the description of a share or other security which is not in uncertificated
form (that is, not in CREST);
"Company" or "Catenai" Catenai plc (registered under company number 04689130
"CREST" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in the CREST Regulations);
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended;
"Directors" the directors of the Company or any authorised committee thereof;
"Document" this document;
"Euroclear" Euroclear UK & International Limited, the operator of CREST;
"Existing Deferred Shares" the existing deferred shares in the capital of the Company;
"Existing Ordinary Shares" the ordinary shares of 0.2 pence each in issue as at the date of this
Document;
"Form of Proxy" the form of proxy for use by Shareholders in connection with the Annual
General Meeting;
"London Stock Exchange" London Stock Exchange Group plc;
"New Deferred Shares the deferred shares of 0.19 pence each in the capital of the Company to be
created following the Sub-Division;
"New Ordinary Shares" the ordinary shares of 0.01 pence each in the capital of the Company to be
created following the Sub-Division;
"Placing Price" 0.15 pence per New Ordinary Share;
"Record Date" 7:00 p.m. on 8 May 2025;
"Registrar" Avenir Registrars Ltd;
"Resolutions" the resolutions to be proposed at the Annual General Meeting, details of which
are set out in this Document;
"Shareholder(s)" a holder of Existing Ordinary Shares;
"Sub-Division" the proposed sub-division of each Existing Ordinary Share into one New
Ordinary Share of 0.01 pence each and one New Deferred Share of 0.19 pence
each; and
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland.
All references in this Document to "£" or "pence" are to the lawful currency
of the UK
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