REG - Catenai PLC - Proposed CLN, Issue of Warrants & Notice of GM

CatenaiAnnouncement

25/04/2024 07:15

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RNS Number : 9361L  Catenai PLC  25 April 2024

Catenai PLC

 

("Catenai" or the "Company")

 

Proposed Convertible Loan Note, Issue of Broker Warrants & Notice of
General Meeting

 

Catenai PLC (AIM: CTAI), the AIM quoted provider of digital media and
technology, announces that it has conditionally entered into an unsecured
convertible loan note agreement (the "Proposed Convertible Loan Note" or the
"CLN") with Klarian Limited ("Klarian"), a UK data analytics company focussing
on the oil and gas sector, to provide up to £450,000 in CLNs in up to three
tranches.

 

The Proposed Convertible Loan Note is subject to shareholder approval at a
forthcoming general meeting ("General Meeting"), details of which are set out
below.

 

In addition, the Company announces the issue of warrants over new ordinary
shares in the Company to its broker, Shard Capital Partners LLP ("Shard"), as
part of its remuneration in relation to the fundraise completed and announced
on 12 March 2024.

 

Klarian

 

Klarian is a UK data analytics company focussing on the oil and gas sector
seeking to improve pipeline efficiency and optimisation through data
collection and data analytics services. 'DigipipeVision', its real-time
analytics platform, captures data to optimise operational productivity,
efficiency, and profitability through real-time analysis of technical,
commercial, and strategic data. The company produces products and services
that generate repeat monthly license fees and ongoing consultancy revenue with
long term repeat monthly revenues as the main focus and driver of business
growth.

 

Proposed Convertible Loan Note

 

Catenai is proposing to lend up to £450,000 to Klarian under the Proposed
Convertible Loan Note, to be satisfied through its existing cash resources.
The terms of the CLN are set out below.

 

 Terms              Amount / Date
 Total loan amount  £450,000
 Arrangement fee    £67,500 (15% of £450,000 added to first tranche)
 Drawdown fee       £15,000 (10% of £150,000 added to each tranche)
 Legal fee          £5,000 (added to first tranche)
 Interest rate      0% per annum
 Redemption date    31 December 2024

 

Catenai will provide the loan amount in up to three equal tranches of
£150,000, with the first tranche due on execution of the CLN. Advancement of
the second and third tranches, in aggregate £300,000, under the CLN would be
subject to Catenai being satisfied by the financial performance of Klarian.

 

The loan notes issued under the CLN will be for an amount equal to the loan
amounts and a drawdown fee in each case and, additionally, in the case of the
first loan note, the arrangement fee and legal fee.

 

The loan notes may be repaid to Catenai at any time before 31 December 2024 in
cash provided Klarian has given Catenai prior written notice of not less than
5 business days and provided further that at any time prior to actual
repayment Catenai has not given written notice demanding that the loan notes
be converted into ordinary shares of £0.01 each in Klarian. If such
conversion notice is served the conversion shall take place within 5 business
days (subject to Klarian obtaining any required shareholder approvals) and be
at a price of £17.25 per Klarian ordinary share (25% discount to the last
fundraise completed by Klarian) or, if Klarian has undertaken a fundraise with
independent third parties for value, the price per Klarian's ordinary share at
the last such fundraise prior to conversion less a 25% discount.

 

If the notes have not been repaid, converted or redeemed prior to 31 December
2024, then Catenai shall be deemed to have served a conversion notice on such
redemption date, and conversion shares (at the price set out above) shall be
issued to Catenai within 5 business days of the redemption date.

 

The proceeds of the CLN will be used to fund Klarian's current working capital
requirements.

 

Pursuant to AIM Rule 12, the Klarian CLN constitutes a substantial transaction
under the AIM Rules for Companies. For the year ended 31 December 2022,
Klarian had revenue of approximately £6,000 and made a loss of approximately
£1,400,000. Klarian's unaudited management accounts as at 31 March 2024 show
net current assets of approximately negative £540,000, and net assets of
approximately £600,000.  It is currently loss making, however, the directors
of Catenai believe the growth prospects of Klarian justify entering into the
CLN.

 

Sarfraz Munshi, Non-Executive Director of the Company, has an interest of
approximately 1.5 per cent. in Klarian. Sanderson Capital Partners Limited, a
substantial shareholder of the Company as at the date of this announcement,
also has an interest of approximately 2.3 per cent. in Klarian.

 

As notified on 28 March 2024, Sarfraz Munshi is the board representative of
Sanderson Capital Partners Limited.  Mr Munshi is a partner / investment
manager of Sanderson Capital Partners Limited.

 

 

Issue of Warrants

 

The Company has issued 12,000,000 warrants over new ordinary shares in the
Company, exercisable at 0.3 pence per new ordinary share (the "Broker
Warrants"), being the placing price in the fundraise announced on 12 March
2024. The Broker Warrants are exercisable for a period of three years from 12
March 2024.

 

Notice of General Meeting

 

The Company also announces that it has called a General Meeting ("GM") to be
held on 9 May 2024 at 12pm at the offices of RWK Goodman LLP at 69 Carter
Lane, London, EC4V 5EQ. The Company has sent a circular (the "Circular") and a
notice convening the GM.

The Circular includes, inter alia, details of the Proposed Convertible Loan
Note. A form of proxy will accompany the Circular.

 

The General Meeting is being called to seek shareholder approval for entry
into, and execution of, the CLN by Catenai.

 

A copy of the Circular will shortly be available to download from the
Company's website at: https://www.catenaiplc.com/investors/financial-reports
(https://www.catenaiplc.com/investors/financial-reports)

 

 

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 CEO &
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, Interim CEO & 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)

 

 

 

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