REG - Catenai PLC - Proposed Investment in Alludium, Fundraise

CatenaiAnnouncement

11/04/2025 07:00

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RNS Number : 6036E  Catenai PLC  11 April 2025

11 April 2025

 

Catenai PLC

 

("Catenai" or the "Company")

 

Proposed Investment in Alludium, a cutting-edge AI company

Fundraise, Related Party Transactions, Conversion, Issue of Warrants

and Proposed Share Capital Reorganisation

 

Catenai PLC (AIM: CTAI), the AIM quoted provider of digital media and
technology, announces that the Company has raised £750,000 through the issue
of 500,000,000 new ordinary shares ("New Ordinary Shares") at 0.15 pence per
share (the "Placing Price") (the "Fundraise"), conditional on approval of
shareholder authorities and share capital reorganisation which will be sought
at the forthcoming Annual General Meeting ("AGM") of the Company.  The AGM is
expected to occur in early May 2025, a further announcement convening the AGM
will be made shortly.

 

Placing, Subscription and Conversion of Directors' Fees

 

The fundraise comprises:

 

 Placing                                         £600,000
 Subscription by Sanderson Capital Partners Ltd  £150,000

 

Accrued director fees of, in aggregate, £45,000 will be settled through the
issue of 30,000,000 new ordinary shares to be issued at the Placing Price to
certain directors of the Company, further details of which are set out below.

 

The issue price of the New Ordinary Shares represents a discount of 21.05% to
the closing price per ordinary share as at the close of business on 10 April
2025.

 

Investment

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.

 

Subject to shareholder resolution at the AGM, 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.

 

Proposed Share Capital Reorganisation

As the Placing Price is below the nominal value of the Company's Ordinary
Shares, the Company will propose a share capital reorganisation, subject to
shareholder approval, at the forthcoming AGM. A further announcement will be
made in due course.

 

Issue of Warrants

Subject to approval of shareholder authorities and Admission (as defined
below), 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 ("Broker Warrants").

 

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 the general meeting,
90,000,000 warrants over new ordinary shares ("Director Warrants") 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

 

Director fees conversion

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
 John Farthing   2,287,503       6,666,666                        8,954,169
 Brian Thompson  11,263,759      23,333,334                       34,597,093

( )

Related Party Transactions

The participation of Sanderson Capital Partners Limited ("Sanderson Capital
Partners") in the Fundraise constitutes a related party transaction for the
purposes of Rule 13 of the AIM Rules by virtue of Sanderson Capital Partners
being a shareholder of more than 10% of the Company's current issued share
capital (the "Transaction"). Brian Thompson and John Farthing, being directors
of the Company independent of the Transaction, having consulted with the
Company's nominated adviser, Cairn Financial Advisers LLP, consider that the
terms of the Transaction are fair and reasonable in so far as the Company's
shareholders are concerned.

 

The Director Settlement and Director Warrants constitute related party
transactions for the purposes of Rule 13 of the AIM Rules (the "Transaction").
Sarfraz Munshi, being the director of the Company independent of the
Transaction, having consulted with the Company's nominated adviser, Cairn
Financial Advisers LLP, consider that the terms of the Transaction are fair
and reasonable in so far as the Company's shareholders are concerned.

 

Admission

Application will be made for the shares to be admitted to trading on AIM
following the Annual General Meeting which is expected to be held in May 2025
("Admission"). A further announcement will be made in due course.

 

John Farthing, Interim CEO, commented "We are thrilled to make our initial
investment in Alludium, a company in the AI space. We are excited about the
incredible potential that the Board believe Alludium presents given the market
opportunity and the innovative and driven team of Alludium, who have a proven
track record of building technology companies and making successful exits."

 

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 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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