REG - SEEEN PLC - Issue of Convertible Loan Notes and Other Matters

SEEENAnnouncement

16/12/2024 07:00

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RNS Number : 1128Q  SEEEN PLC  16 December 2024

16 December 2024

 

SEEEN plc

("SEEEN", "Group", or the "Company")

 

Issue of £325,000 of Convertible Loan Notes

Further Subscription for £487,500 of Conditional Convertible Loan Notes

and

Related Party Transaction

 

Further to the Company's announcements made on 31 May 2024 and 2 December
2024, SEEEN plc (AIM: SEEN), the global media and technology platform that
delivers Key Video Moments and Video Commerce to transform its clients' video
profitability, is pleased to announce that, pursuant to the conditional
subscription agreement, Gresham House Asset Management Limited ("Gresham
House") has now unconditionally subscribed for five year unsecured convertible
loan notes ("Convertible Loan Notes" or "CLNs") to raise a total of
approximately £315,000 for SEEEN, which have now been issued. Immediately
prior to this unconditional subscription, the original conditional
subscription agreement was amended to incorporate a potential further
conditional subscription by Gresham House to acquire further five year
conditional unsecured convertible loan notes in the principal amount of
£487,500 (the "Additional Conditional Notes"). Further details on this
amendment are outlined below.

 

As outlined as part of the fundraising announced on 31 May 2024, SEEEN intends
to utilise the net proceeds from the approximately £315,000 of CLNs now
issued primarily for investing in its sales team, developing training and
skills features in respect of its products, and for its general working
capital requirements.

 

Convertible Loan Notes

 

The Company has raised a total of £315,250 via the Convertible Loan Notes.
The Convertible Loan Notes have a face value of £325,000 and carry interest
at 12% per annum which shall roll up and accrue daily and be payable on
maturity or prepayment of the CLNs. The Convertible Loan Notes shall mature on
the fifth anniversary of the CLN. SEEEN may prepay the CLNs or any part of the
CLNs early, having given Gresham House 30 days' notice.

 

The Convertible Loan Notes have a conversion price of £0.03 (three pence) per
ordinary share of 0.1 pence each in the Company ("Ordinary Share").  Gresham
House shall have the right to convert the Convertible Loan Notes at any time
not less than 10 Business Days before the earlier of: the fifth anniversary of
the date of the Convertible Loan Notes; the Company raising not less than
£500,000 via an equity fundraising(s) or a change of control of the Company;
or the Company giving notice to prepay the Convertible Loan Notes. The
Convertible Loan Notes provide that Gresham House shall not exercise its
conversion rights to the extent that it would, after conversion, hold more
than 29.99% of the issued ordinary share capital of the Company.

 

The Convertible Loan Notes grant Gresham House certain information rights in
relation to the Company which are customary for an instrument of this type and
also provide Gresham House with the right to appoint a nominee Director to
SEEEN's Board.  The Convertible Loan Notes are subject to other customary
provisions, including events of default.

 

Additional Conditional Notes

 

The Additional Conditional Notes would be issued on the same terms as the CLNs
except that, if subscribed for, the Additional Conditional Notes would have a
conversion price of £0.045 (four and a half pence) per Ordinary Share.

 

The conditions to the issue of the Additional Conditional Notes under the
amended conditional subscription agreement include, inter alia: (a) the
Company having the authority to allot Ordinary Shares pursuant to a conversion
of the Additional Conditional Notes without rights of pre-emption applying or
resolutions being passed at a general meeting of the Company to authorise the
Company to allot Ordinary Shares pursuant to a conversion of the Additional
Conditional Notes without rights of pre-emption applying; (b) approval of the
terms of the subscription for the Additional Conditional Notes by the Gresham
House investment committee; and (c) Gresham House and the Company receiving
satisfactory evidence that the Company, the Additional Conditional Notes and
any Ordinary Shares issued from conversion of the Additional Conditional Notes
will comply with the requirements of the Venture Capital Trust rules.  These
conditions must be satisfied or (if capable of waiver) waived by 18 June 2026
in order for Gresham House to subscribe for the Additional Conditional Notes.
The conditions to the subscription of the Additional Conditional Notes also
include provisions that restrict Gresham House's aggregate interest in equity
shares in the Company from exceeding 29.99 per cent of the Company's issued
ordinary share capital.

 

The potential issue of the Additional Conditional Notes is to provide Gresham
House with similar terms to the warrants that were granted to certain of the
participants in the Company's placing and subscription of Ordinary Shares
announced on 31 May 2024.

 

Related Party Transaction

 

As Gresham House currently holds more than 10 per cent. of the Company's
Ordinary Shares, Gresham House's subscription for the Convertible Loan Notes
(including the conditional subscription for the Additional Conditional Notes)
is deemed to be a related party transaction pursuant to Rule 13 of the AIM
Rules for Companies. The Directors consider, having consulted with the
Company's nominated adviser, Allenby Capital, that the terms of the
subscription for the Convertible Loan Notes (including the conditional
subscription for the Additional Conditional Notes) by Gresham House are fair
and reasonable insofar as the Company's shareholders are concerned.

 

 

For further information please contact:

 

 SEEEN plc                                         Tel: +44 (0)7775 701 838

 Adrian Hargrave, CEO                              Website: seeen.com (http://www.seeen.com)

 Allenby Capital Limited (Nominated Adviser)       Tel: +44 (0)20 3328 5656
 Alex Brearley / George Payne (Corporate Finance)

 Dowgate Capital Limited (Joint Broker)            Tel: +44(0)20 3903 7721

 Stephen Norcross

 Capital Plus Partners Limited (Joint Broker)      Tel: +44(0)20 3821 6167

 Jonathan Critchley

 focusIR (Investor Relations)                      Tel: +44(0)7866 384 707

 Paul Cornelius / Kat Perez                        seeen@focusir.com (mailto:seeen@focusir.com)

 

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