REG - Catenai PLC - Placing, Loan Conversion, Warrants, Board Changes

CatenaiAnnouncement

12/03/2024 07:15

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RNS Number : 4280G  Catenai PLC  12 March 2024

12 March 2024

 

Catenai PLC

 

("Catenai" or the "Company")

 

Placing, Conversion of Loan Facility, Issue of Warrants, Board Changes

Placing

Catenai PLC (AIM: CTAI), the AIM quoted provider of digital media and
technology, announces that the Company has issued 265,533,330 new ordinary
shares at a price of 0.3 pence per share ("Placing") of which 153,333,333 will
be issued and allotted under existing authorities ("First Tranche"), with the
balance of 112,199,997 new ordinary shares being issued and allotted
conditional on approval of additional shareholder authorities, which will be
sought at a General Meeting of the Company ("Second Tranche").  The General
Meeting is expected to occur in early April 2024, a further announcement
convening a General Meeting will be made shortly.

 

The First Tranche will be satisfied through gross proceeds of £460,000.

 

The Second Tranche will be satisfied through:-

 

 Gross proceeds                           £260,000
 Fee shares to settle liabilities         £56,600
 Accrued director fees settled in shares  £20,000

 

The gross proceeds of the Placing will be used for general working capital
purposes.

 

The issue price of the Placing Shares represents a discount of 40% to the
closing price per ordinary share as at the close of business on 11 March 2024.

 

Conversion of Loan Facility

Further to the announcement on 17 January 2024, the holder of the convertible
loan note ("Loan Note") Sanderson Capital Limited ("Sanderson") has elected to
convert £151,000 of the Loan Notes and £65,100 of Loan Note fees into new
ordinary shares in the Company at a conversion price of 0.3 pence per share.
Accordingly, 72,033,333 new ordinary shares will be issued to Sanderson ("Loan
Note Shares").

 

Issue of Warrants

Sanderson will be issued a warrant over 25,166,666 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 0.3 pence per new ordinary share
("Warrants").

 

Directors' Interests Following Placing

 

As part of the Placing, accrued director fees of £20,000 will be settled
through the issue of 6,666,666 new ordinary shares at a price of 0.3 pence per
share as detailed in the table below:

 

 Director         Current Shares  Shares issued pursuant to the Placing (Second Tranche)  Resultant shareholding following Admission(1)                               Resultant percentage shareholding following Admission(1)
 John Farthing    620,837         1,666,666                                                                                2,287,503                                  0.58%
 Brian Thompson*  6,263,759       5,000,000                                                                             11,263,759                                    2.85%

( )

(*1,666,666 new ordinary shares of Brian Thompson's new ordinary shares are
being issued to Brian Thompson's spouse, in lieu of salary as a director of
the Company's historical subsidiary Hyperneph Software Limited)

(1 Assumes admission of the Second Tranche ordinary shares is approved by
shareholders at the General Meeting and admission occurs)

 

Board Changes

Guy Meyer, CEO has informed the Company that he intends to step down as a
director of Company, Guy has agreed to remain as a director until another
director is appointed.

 

Subject to normal regulatory due diligence the Company intends to appoint
Sarfraz Munshi as a Non-executive Director.  A further announcement will be
made in due course.

 

Brian Thompson, Chairman said "The Board thanks Guy for his service to the
Company over many years and wishes him all the very best with his future
endeavours. The Board is also pleased that Safraz has agreed to join the
Company and looks forward to the Company's next strategic growth phase."

 

Admission and Total Voting Rights

 

Application has been made to the London Stock Exchange to admit the First
Tranche shares and the Loan Note Shares, being in aggregate 225,366,666 new
ordinary shares ("New Ordinary Shares") to trading on AIM. Admission of the
New Ordinary Shares is expected to occur on or around 8:00 a.m. on 27 March
2024 ("Admission")

 

A further application will be made for the Second Tranche shares to be
admitted to trading on AIM following the General Meeting that is expected to
occur in April 2024.

 

For the purpose of the Disclosure and Transparency Rules, following the issue
of the New Ordinary Shares the enlarged issued share capital of the Company
will comprise 282,374,451 ordinary shares of 0.2p each. The 282,374,451 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 Disclosure and
Transparency Rules.

 

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, Chief Financial
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, Chief Financial Officer

 Cairn Financial Advisers LLP (Nominated Adviser)  +44(0)20 7213 0880
 Liam Murray / Jo Turner

 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 specialises in IT solutions that solve commercial challenges and
create opportunities for its clients, with an increasing focus incorporating
AI into its platforms. The Company has an experienced IT team of project
managers and integrators who have deployed systems across corporate,
government and educational sectors.

 

http://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.

 

 

 

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