REG - Cornerstone FS PLC - Result of Fundraising and Total Voting Rights

Cornerstone FSAnnouncement

05/08/2022 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220805:nRSE0144Va&default-theme=true

RNS Number : 0144V  Cornerstone FS PLC  05 August 2022

Certain information contained within this Announcement is deemed by the
Company to constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014 ("MAR") as applied in the United Kingdom. Upon
publication of this Announcement, this information is now considered to be in
the public domain.

 

5 August 2022

 

Cornerstone FS plc

("Cornerstone" or the "Company" or the "Group")

Result of Fundraising and Total Voting Rights

 

Cornerstone FS plc (AIM: CSFS), the cloud-based provider of international
payment, currency risk management and electronic account services to SMEs, is
pleased to announce that, further to its announcement at 6.14 p.m.
on 4 August 2022, (the "Launch Announcement"), it has completed the Placing
and issue of a new convertible loan note (together the "Fundraising"), which
is now closed. The Fundraising totalled approximately £1.085 million.

A total of 13,230,765 new ordinary shares of one penny each in the capital of
the Company (the "Placing Shares") have been placed with existing and new
investors at a price of 6.5 pence per Placing Share, raising gross proceeds of
approximately £860k.

In addition, the Company has raised £225,000 by the issue of an unsecured
convertible loan note ("Loan Note") to a placee. The Loan Note has a term of
two years and does not bear interest.  Application will be made to the FCA to
allow the placee to increase their shareholding to over 10%, at which time the
Loan Note will automatically convert into new ordinary shares of one penny
each at an exercise price of 6.5 pence per share (being the Placing Price).
 Application will be made to admit these new ordinary shares to trading on
AIM upon conversion.  Further announcements will be made in due course.

Issue of shares pursuant to share incentive arrangements

Further to the agreement to amend the terms of certain share incentive
arrangements made between the Board and Robert O'Brien, as described in the
Launch Announcement, the Company confirms that Mr O'Brien is entitled to
£2,940,000, to be paid over the next three years and to be satisfied as
follows:

1.    the issue of 4,286,818 new ordinary shares in the capital of
Cornerstone (the "CSFS Shares") at a price of 10 pence per share for an
aggregate value of £428,682, equivalent to 9.9% of the enlarged issued share
capital of Cornerstone;

2.    the issue of 5,113,182 new ordinary shares at a price of 10 pence per
share (being the sum calculated by deducting from £940,000 the value of the
CSFS Shares issued in 1, above), such shares to be issued following receipt
from the FCA of permission for Mr O'Brien to increase his holding to more than
9.9% of the issued share capital of the Company); and

3.    the issue of a loan note to Mr O'Brien with a value of £2 million,
carrying a coupon of 6% and being repayable by the Company on 31 July 2025.

Any shares issued to Mr O'Brien as described above are subject to a 12-month
lock-in from the date of issue and, for a further period of 12 months
thereafter, the disposal of any interests in the shares can only be effected
on an orderly market basis through the Company's broker.

In addition, and as described in the Launch Announcement, the three senior
members of Mr O'Brien's team have also agreed to amend the terms of their
incentive arrangements in line with the changes agreed with Mr O'Brien and
will receive £210,000 in aggregate to be shared between them, and which will
be satisfied by the allotment and issue to them of 2,100,000 new ordinary
shares (the "Team Shares").

Admission and Total Voting Rights

Application will be made for the Placing Shares, the CSFS Shares and the Team
Shares to be admitted to trading on AIM ("Admission"). It is expected that
Admission will take place on or around 8.00 a.m. on 12 August 2022. The
Placing Shares,  the CSFS Shares and the Team Shares, which will rank pari
passu with the existing ordinary shares, will be issued under the Company's
share allotment authority and shareholders pre-emption disapplication granted
at its Annual General Meeting held on 25 July 2022.

Following Admission, the Company's issued share capital will comprise
43,301,199 ordinary shares, with no shares held in treasury, and therefore the
total number of voting rights in the Company will be 43,301,199. This 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 share capital of the Company under the
Disclosure Guidance and Transparency Rules of the FCA.

Elliott Mannis, Cornerstone Chairman, commented:

"We are pleased to have successfully raised £1.085 million in this
Fundraising which will provide additional working capital for the Group. We
thank our existing shareholders for their continued support and we welcome our
new investors to our shareholder register. Moving forward we remain focused on
executing upon our strategy and generating value for shareholders."

Enquiries

 

 Cornerstone FS plc                       +44 (0)203 971 4865
 Elliott Mannis, Non-Executive Chairman

 Judy Happe, Chief Financial Officer

 SPARK Advisory Partners Limited (Nomad)  +44 (0)203 368 3550
 Mark Brady, Neil Baldwin

 SP Angel Corporate Finance LLP (Broker)  +44 (0)203 470 0470
 Jeff Keating, Harry Davies-Ball

 Luther Pendragon (Financial PR)          +44 (0)207 618 9100
 Harry Chathli, Claire Norbury

 

About Cornerstone FS plc

 

Cornerstone FS plc is a payments focused fintech business that makes managing
currency simple for SMEs. It provides international payment, currency risk
management and electronic account services using a proprietary cloud-based
multi-currency payments platform. These services are delivered directly and
via white label partners on a SaaS basis to UK-based SMEs that engage in
international trade. Cornerstone also serves some high-net worth individual
clients.

 

Headquartered in the City of London with offices in Tunbridge Wells and Dubai,
Cornerstone is admitted to trading on AIM under the trading symbol 'CSFS'. For
more information, please visit www.cornerstonefs.com (about%3Ablank) .

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ROISSAEFLEESESA