REG - SEEEN PLC - Placing and Subscription and other matters
31/05/2024 07:00
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RNS Number : 5571Q SEEEN PLC 31 May 2024
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31 May 2024
SEEEN plc
("SEEEN", the "Group" or the "Company")
Placing and Subscription to raise approximately £763,000
Appointment of Joint Broker
Subscription for up to £325,000 of Conditional Convertible Loan Notes and
related party transaction
and
Notice of General Meeting
SEEEN plc (AIM: SEEN), the media and technology platform that delivers Key
Video Moments to drive increased views and revenues across video content, is
pleased to announce a conditional Placing and Subscription of a total of
25,433,326 new Ordinary Shares to raise a total of approximately £763,000 at
an Issue Price of 3 p per new Ordinary Share, to be undertaken in two
tranches. Capital Plus and Dowgate Capital are acting as Joint Brokers in
connection with the Placing, which includes existing institutional and other
investors. The Issue Price represents a discount of 7.7 per cent. to the
closing mid-market price of 3.25 p per ordinary share on 30 May 2024, being
the last practicable date prior to the announcement of the Placing.
The Fundraising builds on customer momentum during 2024 and, in particular,
additional business won from existing and new customers since the start of 2Q
2024, worth in excess of US$500,000 in annualised revenues for the Group. It
is intended that the total net proceeds of the Fundraise, in conjunction with
SEEEN's existing available cash, will primarily be used to seek to accelerate
sales of the Group's technology products and to further develop its
intellectual property (IP) to strengthen its position in key vertical markets
and drive cross-selling. This includes developing solutions for the training
and skills market, building on initial implementations with American Leak
Detection and integrations with the Salesforce Learning Management System. The
Directors believe that this represents a large and growing market, where the
Group's video AI will provide a differentiator for faster training. Fuller
details of the proposed use of proceeds for the Placing and Subscription are
set out below.
All Placees and Subscribers in the Fundraise, other than the Directors and the
Proposed Director, will receive one Warrant for every one Ordinary Share
subscribed for pursuant to the Fundraise, with each Warrant entitling the
holder to acquire one new Ordinary Share at a price of 4.5 pence at any time
in the 24-month period starting on the day following the date of the General
meeting. The exercise of the Warrants will be subject to passing of the
Fundraise Resolutions at the General Meeting.
The Company also announces that it has conditionally raised up to £315,250
(before expenses) by way of Conditional Convertible Loan Notes ("Conditional
CLNs"), conditionally subscribed for by Gresham House Asset Management
Limited. The Conditional CLNs shall give Gresham House the ability, subject to
certain conditions, to subscribe for up to a face value of £325,000 of fixed
rate convertible loan notes at a cost of £315,250 provided that the
conditions, including, inter alia, approval by the Company's shareholders of
resolutions to allow the Company to allot any shares upon conversion of the
Conditional CLNs and the approval of the final terms of the Conditional CLNs
by the Gresham House investment committee, are satisfied on or before 29
November 2024. No offer or invitation is being made to Shareholders more
generally to purchase, acquire or subscribe for any of the Conditional CLNs.
It is expected that the Conditional CLNs shall have a conversion price of
three pence per Ordinary Share and shall accrue interest at ten per cent. per
annum. Fuller details on the Conditional CLNs can be found below.
The Company also announces that, further to the Company's announcement on 1
February 2024, Michael Zigman is intended to be appointed to the Board as an
Independent Non-Executive Director shortly following Second Admission.
Adrian Hargrave, CEO of SEEEN plc, commented: "I am grateful to our existing
and new investors who have supported the Group since its admission to AIM and
this fundraise. We are committed to capitalising on the customer momentum that
we have generated since our last fundraising in December 2022, especially
since the release of CreatorSuite 2.0 in the middle of 2023. Today's
announcement that we have secured in excess of $500,000 in additional
annualised revenue for the Group this quarter reinforces our continued
momentum and we anticipate further growth in our existing video commerce, SEO
and social media markets.
In addition, we are also launching a new product for skills and training,
which we have been developing within American Leak Detection's Salesforce
Learning Management System. We are excited about the growth opportunity in
this market as companies seek more efficient methods to re-skill and train
staff.
We will continue to execute against our plan following this fundraising,
including closing deals in our sales pipeline and entering into new re-selling
agreements as we expect to move to cash flow breakeven during 2024 and deliver
a valuable video technology platform for all our shareholders."
Background to and reasons for the Fundraise
SEEEN is a media and technology platform company with proprietary Artificial
Intelligence (AI) technology which delivers 'Key Video Moments' to drive
increased views and revenues across video content. The Group's technology
takes existing video and uses AI to create new, short form video assets, in
the form of Key Video Moments. SEEEN's clients monetise these Key Video
Moments through a combination of video commerce, increased Search Engine
Optimisation (SEO) traffic, driving more advertising sales, increased social
media content production and, going forwards, improving video-based training
for customer staff. SEEEN's revenue model typically comprises a combination of
recurring fees and performance fees.
Building on the growth in its technology business during 2023, SEEEN currently
has over 40 technology-enabled customers and has a sales pipeline of over 100
opportunities in US and UK for both technology sales and YouTube Creator
Services Partner business (CSP). The Directors consider that this pipeline,
the Group's current cash position, plus the net proceeds of the Fundraise to
accelerate the pace at which the Group will win customers across its different
target markets, provides the pathway to drive the Company to cash flow
breakeven during 2024.
During 2024, the Company has delivered continuing customer momentum, with
contracts for sports organisations such as the London Broncos and the A7FL.
SEEEN has also made initial sales via re-sellers in the investor relations
sector, which provides a template for such future partnerships.
Since the start of 2Q 2024 in particular, SEEEN has won additional business
from existing and new customers worth in excess of US$500,000 in annualised
revenues for the Group. This includes approximately US$400,000 for its CSP
business, demonstrating its return to growth, as well as US$100,000 for the
Group's technology products from a combination of sales to new clients and
cross-selling to existing clients.
As part of its recent focus on the training and skills development sector, the
Group has delivered initial implementations with American Leak Detection, a
subsidiary of Water Intelligence plc, which is a 6.4 per cent. shareholder in
the Company. This includes a new Digital Services Marketing Agreement to
educate via Key Video Moments and implement Google Business Profiles and
Reviews (GBP Services) at each of 40 ALD corporate owned locations, as well as
a framework for managing Pay Per Click campaigns (PPC Services), leveraging
the success of its previous PPC campaigns for ALD. The initial contract for
GBP Services is worth approximately US$70,000 per annum in revenues to SEEEN,
although this could increase further should ALD use SEEEN for PPC Services.
The Digital Services Marketing Agreement is also viewed as an opportunity to
provide equivalent services to ALD's network of franchisees which operate out
of a further 80 locations. In addition, the Group has also completed a 'Proof
of Concept' for American Leak Detection, integrating its Key Video Moments
into the Salesforce Learning Management System for faster on the job training
and to deliver increased first-time fixes by technicians at job sites.
The Directors believe that it is in the best interests of the Group to build
on the momentum from its 2024 wins and, more particularly, the wins since the
start of 2Q 2024 by continuing to invest in the sales team and also completing
the integration with the Salesforce Learning Management System. By doing so,
the Directors believe that the Group will be able to continue the growth of
its direct technology-enabled product sales, and enter into new re-seller
agreements within the Group's current sizeable and growing target markets of
video commerce and SEO, as well as leveraging the Salesforce Learning
Management System to re-sell for training and skills.
The Directors consider that the Company's strategy from now to 2025 will
involve:
· a focus on accelerating its technology sales, including via the use
of customer case studies
· growing its CSP business, focusing on publishers, sports clubs and
leagues, as well as creators who are expected to benefit from SEEEN's
technology
· launching a Key Video Moments offering focused on training and skills
development use cases
In terms of ongoing KPIs, the Company is targeting overall gross margins in
the region of 50% within 18 months, with technology margins at 90% and CSP
margins expected to be 15-20%. The Company is targeting monthly client wins
of varying contract sizes, aimed at delivering a mix of software as a service
(SaaS) revenue and performance fees.
Other than the development activity in respect of training and skills use
cases to be funded via the net proceeds of the Fundraise, as described below,
the Directors believe that the Company's development spend should be largely
completed, unless fully funded by a customer project.
Proposed use of Proceeds
It is intended that the net proceeds of the Fundraise, in conjunction with
SEEEN's existing available cash, will be used primarily to accelerate sales of
the Group's technology products and to further develop its intellectual
property (IP) to strengthen its position in key vertical markets and drive
cross-selling, through:
· Reinforcing Established Market Presence
Ø Drive integrations for specific re-seller opportunities for current video
commerce and CSP business, as well as the Group's new focus on training and
skills
Ø Additional sales and marketing, to accelerate market capture with a core
focus on the US sports and publishing markets
· Complete product development for training and skills development
markets
Ø Full integration into Salesforce's Learning Management System, allowing for
a more straightforward re-sales opportunity
Ø Develop application programming interface (APIs) and plug-ins for other
Learning Management System offerings
· IP creation
Ø Deepening intellectual property for Key Video Moments, including for the
training and skills development market and specific vertical markets
· Additional balance sheet flexibility
Ø Opportunistic product development as requested by customers
Ø Stronger balance sheet for larger customer and re-seller opportunities
Ø General working capital
Director and connected party participation in the Fundraise
As part of the Fundraise, the Directors have agreed to subscribe for an
aggregate of 4,599,999 Fundraise Shares, as part of the Subscription at the
Issue Price to raise £138,000 (conditional on the passing of the Fundraise
Resolutions).
Name Subscription Shares* Subscription Amount (£) Total Shares held after Fundraising % of Enlarged Share Capital
Patrick DeSouza 2,000,000 £60,000 7,426,164 6.25%
Adrian Hargrave 933,333 £28,000 1,985,747 1.67%
David Anton 1,333,333 £40,000 1,333,333 1.12%
Mark Williams 333,333 £10,000 333,333 0.28%
* No Participating Directors will be issued with any Warrants as part of the
Fundraising, unlike other participants in the Fundraising
In addition, the Proposed Director Michael Zigman has agreed to subscribe for
an aggregate of 1,166,666 Fundraise Shares as part of the Subscription at the
Issue Price to raise £35,000 (conditional on the passing of the Fundraise
Resolutions). The Proposed Director will not be issued with Warrants as part
of the Fundraising, unlike other participants in the Fundraising.
Appointment of Non-Executive Director
Further to the Company's announcement on 1 February 2024, Michael Zigman is
intended to be appointed to the Board as an Independent Non-Executive Director
shortly following Second Admission. A further announcement will be made in
relation to this in due course.
Appointment of Joint Broker
The Company has today appointed Capital Plus Partners Limited as joint broker
to the Company with immediate effect. Dowgate Capital continues to act as the
Company's financial adviser and joint broker and Allenby Capital continues to
act as AIM nominated adviser and joint broker.
Details of the Placing and Subscription
The Fundraise comprises a Placing of 18,666,662 new Ordinary Shares and a
Subscription for 6,766,664 new Ordinary Shares (in each case, together with
the associated Warrants other than the participation by the Directors and the
Proposed Director, none of whom will receive any Warrants). Of this,
approximately £180,000 has been raised using the authority granted to the
Board at the annual general meeting held on 26 July 2023, via the First
Fundraise which comprises the proposed issue of 6,000,004 First Fundraise
Shares at the Issue Price on a non-pre-emptive basis. Approximately a
further £583,000 has been raised via the Second Fundraise, which comprises
the proposed issue of 19,433,322 Second Fundraise Shares at the Issue Price,
which is conditional, inter alia, on obtaining approval from Shareholders of
the Fundraise Resolutions at the General Meeting, to provide sufficient
authority to enable allotment of the Second Fundraise Shares and disapply
statutory pre-emption rights which would otherwise apply to the allotment of
the Second Fundraise Shares.
The First Fundraise is not conditional on the Second Fundraise. Therefore,
should the Fundraise Resolutions at the General Meeting not be passed, then
the Second Fundraise will not proceed.
The First Fundraise is not conditional on the Second Fundraise. Therefore,
should the Fundraise Resolutions not be passed at the General Meeting, the
Second Fundraise will not proceed. The First Fundraise will not be affected by
the Second Fundraise failing to complete for any reason.
If either of the Fundraise Resolutions to be proposed at the General Meeting
is not approved by Shareholders, the Second Fundraise Shares will not be able
to be allotted and any Warrants which have been issued will be incapable of
being exercised. Consequently, the Company will receive significantly less
money than anticipated from the Fundraise. In such circumstances, in the
absence of the availability of any alternative funding solutions, the Company
will have to adapt its business plans, strategy and cost base accordingly.
This will both prevent the Group from completing its planned integrations for
training and skills and require the Group to reduce its planned spending on
sales and marketing to continue to accelerate its market capture. In such
circumstances, the Group would therefore prioritise servicing and maintaining
the Group's current customer base. Accordingly, the Directors consider that
it is very important that Shareholders vote in favour of the Fundraise
Resolutions in order that Second Admission can proceed.
Summary of the Conditional CLNs
Gresham House and the Company have entered into a conditional subscription
agreement for the acquisition by Gresham House of the Conditional CLNs. The
conditional subscription agreement provides that, subject to the satisfaction
of various conditions, Gresham House may subscribe for the total amount of the
Conditional CLNs (being a face value of £325,000 at a cost of £315,250).
The conditions to subscription include: (a) resolutions to allot the
conversion shares pursuant to the Conditional CLNs being passed without
amendment (or the Company otherwise being granted authority to allot ordinary
shares pursuant to a conversion of the Conditional CLNs without rights of
pre-emption applying); (b) approval of the final terms of the Conditional CLNs
by the Gresham House investment committee and (c) Gresham House being provided
with satisfactory comfort that the Conditional CLNs qualify for VCT relief
status. These conditions must be satisfied or (if capable of waiver) waived by
29 November 2024, or such later date as Gresham House and the Company may
agree, in order for the Conditional CLNs to be capable of being subscribed. It
is a requirement of the terms of the conditional subscription that Gresham
House's total investment in the Company shall not exceed 29.99 per cent of the
Company's issued ordinary share capital.
The final terms of the Conditional CLNs will themselves be subject to
finalisation between the Company and Gresham House. However, under the terms
of the conditional subscription agreement, it is expected that the Conditional
CLNs will be subscribed at a price of 97 pence for every £1 in Conditional
CLNs, will have a conversion price of 3 pence, carry a 10 per cent fixed rate
coupon that will roll up and will mature five years and one day from the date
of their issuance. In addition, the final version of the Conditional CLN
instrument is expected to include further customary provisions. A further
announcement will be made at the point when the final version of the
Conditional CLN instrument is entered into.
Related Party Transaction
Gresham House is conditionally subscribing for up to £325,000 of Conditional
CLNs. As Gresham House currently holds more than 10 per cent. of the Ordinary
Shares, Gresham House's conditional subscription for Conditional CLNs 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 conditional subscription for
Conditional CLNs by Gresham House are fair and reasonable insofar as
Shareholders are concerned.
Circular
A Circular containing a Notice of General Meeting will be posted to
shareholders shortly and will be made available on the Company's website at:
www.seeen.com (http://www.seeen.com)
The above summary should be read in conjunction with the full text of this
announcement and the Circular, extracts from which are set out in the
Appendices below. Persons who have chosen to participate in the Placing will
be deemed to have read and understood this announcement in its entirety
(including the Appendices). All capitalised terms used throughout this
announcement shall have the meanings given to such terms in the Definitions
section in Appendix II to this announcement and as defined in the Circular.
References to paragraphs below refer to the relevant paragraphs of the
Circular and references to 'this document' refer to the Circular. References
to numbered 'Parts' below refer to the relevant parts of the Circular.
For the purposes of UK MAR this announcement is being made on behalf of the
Company by Adrian Hargrave.
For further information please contact:
SEEEN, seeen.com Tel: +44 (0)7775 701 838
Adrian Hargrave, CEO
Dowgate Capital (Joint Broker) Tel: +44 (0)20 3903 7721
Stephen Norcross
Capital Plus Partners Ltd (Joint Broker) Tel: +44 (0)203 821 6167
Jonathan Critchley / Jon Levinson
Allenby Capital Limited (Nominated Adviser and Joint Broker) Tel: +44 (0)20 3328 5656
Alex Brearley / George Payne / Lauren Wright (Corporate Finance)
Tony Quirke / Amrit Nahal (Sales and Corporate Broking)
Focus IR (Investor Relations) Tel: +44(0)7866 384 707
Paul Cornelius / Kat Perez seeen@focusir.com
Appendix I - Extracts from the Circular
1. INTRODUCTION
The Company has announced a conditional Placing and Subscription of a total of
25,433,326 new Ordinary Shares to raise a total of approximately £763,000 at
the Issue Price, to be undertaken in two tranches. It is intended that the
total net proceeds of the Fundraise, in conjunction with SEEEN's existing
available cash, will primarily be used to seek to accelerate sales of the
Group's technology products and to further develop its intellectual property
(IP) to strengthen its position in key vertical markets and drive
cross-selling.
The First Placing Shares will be allotted under the authorities granted to the
Company at its last annual general meeting, allowing the Company to allot
Ordinary Shares with a nominal value of up to £9,334.58 without rights of
pre-emption applying. The First Fundraise will therefore not be conditional
upon the Fundraise Resolutions being passed at the General Meeting. However,
the Second Fundraise is conditional on the Fundraise Resolutions being passed.
In addition, each of the First Fundraise and the Second Fundraise will be
subject to the conditions contained in the Placing Agreement, and in
particular; (a) the respective Fundraise becoming unconditional in all
respects; and (b) each respective Admission becoming effective on the relevant
Closing Date. The Warrants issued under the First Fundraise and the Second
Fundraise will, in each case, be conditional on the Fundraise Resolutions
being passed at the General Meeting.
The Directors will require further share authorities to grant them the
necessary authorities under sections 551 and 571 (respectively) of the
Companies Act, to issue and allot the Second Fundraise Shares and the Ordinary
Shares which would be allotted on conversion of the Warrants and to disapply
statutory pre-emption rights in respect of such allotments.
These matters will require the approval of Shareholders (as is explained in
full below) and the Second Fundraise is accordingly conditional inter alia on
the passing of the Fundraise Resolutions at the General Meeting. The General
Meeting has been convened for 11.00 a.m. on 17 June 2024 and will take place
at the offices of SEEEN plc, Hones Yard, 1 Waverley Lane, Farnham, Surrey GU9
8BB for the purpose of seeking such approvals. A notice convening the General
Meeting, at which the Fundraise Resolutions will be proposed, is set out at
the end of this Circular.
The purpose of this Circular is to: (i) give further details on the Placing
and Subscription, including the background to and reasons for the Fundraise
Resolutions; (ii) explain why the Board considers the Fundraise to be in the
best interests of the Company and the Shareholders as a whole and why the
Directors unanimously recommend that the Shareholders vote in favour of the
Fundraise Resolutions, as they intend to do in respect of their own Existing
Ordinary Shares; and (iii) convene the General Meeting to obtain Shareholder
approval for the Fundraise Resolutions. If the Fundraise Resolutions are
passed at the General Meeting on 17 June 2024, completion of the Second
Fundraise Second and Second Admission are expected to take place on or around
19 June 2024.
Both Capital Plus and Dowgate Capital are acting as joint brokers to the
Company in relation to the Placing. Capital Plus will be acting as broker in
respect of the First Placing and Capital Plus and Dowgate Capital will be
acting as joint brokers in respect of the Second Placing. Allenby Capital is
acting as nominated adviser to the Company in relation to the Fundraise. The
Placing is subject to the conditions and termination rights set out in the
Placing Agreement between the Company, Capital Plus and Dowgate Capital.
Shareholders should read the whole of this Circular and not simply rely only
upon the information set out in Part I (Letter from the Non-Executive Chairman
of SEEEN plc) of this document.
2. BACKGROUND TO AND REASONS FOR THE PLACING AND PROPOSED USE OF PROCEEDS
2.1 Background to and reasons for the Placing
SEEEN is a media and technology platform company with proprietary Artificial
Intelligence (AI) technology which delivers 'Key Video Moments' to drive
increased views and revenues across video content. The Group's technology
takes existing video and uses AI to create new, short form video assets, in
the form of Key Video Moments. SEEEN's clients monetise these Key Video
Moments through a combination of video commerce, increased Search Engine
Optimisation (SEO) traffic, driving more advertising sales, increased social
media content production and, going forwards, improving video-based training
for customer staff. SEEEN's revenue model typically comprises a combination of
recurring fees and performance fees.
Building on the growth in its technology business during 2023, SEEEN currently
has over 40 technology-enabled customers and has a sales pipeline of over 100
opportunities in US and UK for both technology sales and YouTube Creator
Services Partner business (CSP). The Directors consider that this pipeline,
the Group's current cash position, plus the net proceeds of the Fundraise to
accelerate the pace at which the Group will win customers across its different
target markets, provides the pathway to drive the Company to cash flow
breakeven during 2024.
During 2024, the Company has delivered continuing customer momentum, with
contracts for sports organisations such as the London Broncos and the American
7s Football League. SEEEN has also made initial sales via re-sellers in the
investor relations sector, which provides a template for such future
partnerships.
Since the start of 2Q 2024 in particular, SEEEN has won additional business
from existing and new customers worth in excess of US$500,000 in annualised
revenues for the Group. This includes approximately US$400,000 for its CSP
business, demonstrating its return to growth, as well as US$100,000 for the
Group's technology products from a combination of sales to new clients and
cross-selling to existing clients.
As part of its recent focus on the training and skills development sector, the
Group has delivered initial implementations with American Leak Detection, a
subsidiary of Water Intelligence plc, which is a 6.4 per cent. shareholder in
the Company. This includes a new Digital Services Marketing Agreement to
educate via Key Video Moments and implement Google Business Profiles and
Reviews (GBP Services) at each of 40 ALD corporate owned locations, as well as
a framework for managing Pay Per Click campaigns (PPC Services), leveraging
the success of its previous PPC campaigns for ALD. The initial contract for
GBP Services is worth approximately US$70,000 per annum in revenues to SEEEN,
although this could increase further should ALD use SEEEN for PPC Services.
The Digital Services Marketing Agreement is also viewed as an opportunity to
provide equivalent services to ALD's network of franchisees which operate out
of a further 80 locations. In addition, the Group has also completed a 'Proof
of Concept' for American Leak Detection, integrating its Key Video Moments
into the Salesforce Learning Management System for faster on the job training
and to deliver increased first-time fixes by technicians at job sites.
The Directors believe that it is in the best interests of the Group to build
on the momentum from its 2024 wins and, more particularly, the wins since the
start of 2Q 2024 by continuing to invest in the sales team and also completing
the integration with the Salesforce Learning Management System. By doing so,
the Directors believe that the Group will be able to continue the growth of
its direct technology-enabled product sales, and enter into new re-seller
agreements within the Group's current sizeable and growing target markets of
video commerce and SEO, as well as leveraging the Salesforce Learning
Management System to re-sell for training and skills.
The Directors consider that the Company's strategy from now to 2025 will
involve:
· a focus on accelerating its technology sales, including via the use
of customer case studies
· growing its CSP business, focusing on publishers, sports clubs and
leagues, as well as creators who are expected to benefit from SEEEN's
technology
· launching a Key Video Moments offering focused on training and skills
development use cases
In terms of ongoing KPIs, the Company is targeting overall gross margins in
the region of 50% within 18 months, with technology margins at 90% and CSP
margins expected to be 15-20%. The Company is targeting monthly client wins
of varying contract sizes, aimed at delivering a mix of software as a service
(SaaS) revenue and performance fees.
Other than the development activity in respect of training and skills use
cases to be funded via the net proceeds of the Fundraise, as described below,
the Directors believe that the Company's development spend should be largely
completed, unless fully funded by a customer project.
2.2 Proposed use of Proceeds
It is intended that the net proceeds of the Fundraise, in conjunction with
SEEEN's existing available cash, will be used primarily to accelerate sales of
the Group's technology products and to further develop its intellectual
property (IP) to strengthen its position in key vertical markets and drive
cross-selling, through:
· Reinforcing Established Market Presence
Ø Drive integrations for specific re-seller opportunities for current video
commerce and CSP business, as well as the Group's new focus on training and
skills
Ø Additional sales and marketing, to accelerate market capture with a core
focus on the US sports and publishing markets
· Complete product development for training and skills development
markets
Ø Full integration into Salesforce's Learning Management System, allowing for
a more straightforward re-sales opportunity
Ø Develop application programming interface (APIs) and plug-ins for other
Learning Management System offerings
· IP creation
Ø Deepening intellectual property for Key Video Moments, including for the
training and skills development market and specific vertical markets
· Additional balance sheet flexibility
Ø Opportunistic product development as requested by customers
Ø Stronger balance sheet for larger customer and re-seller opportunities
Ø General working capital
3. APPOINTMENT OF NON-EXECUTIVE DIRECTOR
Further to the Company's announcement on 1 February 2024, Michael Zigman is
intended to be appointed to the Board as an Independent Non-Executive Director
shortly following Second Admission. A further announcement will be made in
relation to this in due course.
4. THE PLACING AND SUBSCRIPTION
The Fundraise comprises a Placing of 18,666,662 new Ordinary Shares and a
Subscription for 6,766,664 new Ordinary Shares. Of this, approximately
£180,000 has been raised using the authority granted to the Board at the
annual general meeting held on 26 July 2023, via the First Fundraise which
comprises the proposed issue of 6,000,004 First Fundraise Shares at the Issue
Price on a non-pre-emptive basis. Approximately a further £583,000 has been
raised via the Second Fundraise, which comprises the proposed issue of
19,433,322 Second Fundraise Shares at the Issue Price, which is conditional,
inter alia, on obtaining approval from Shareholders of the Fundraise
Resolutions at the General Meeting, to provide sufficient authority to enable
allotment of the Second Fundraise Shares and disapply statutory pre-emption
rights which would otherwise apply to the allotment of the Second Fundraise
Shares.
The First Fundraise is not conditional on the Second Fundraise. Therefore,
should the Fundraise Resolutions not be passed at the General Meeting, the
Second Fundraise will not proceed. The First Fundraise will not be affected by
the Second Fundraise failing to complete for any reason. The exercise of the
Warrants will also be conditional upon the Fundraise Resolutions being passed.
As such, if any of the Fundraise Resolutions proposed at the General Meeting
are not passed, no Warrants will be issued pursuant to the Second Fundraise
and any Warrants which have at that time been issued pursuant to the First
Fundraise will not be capable of being exercised.
If either of the Fundraise Resolutions to be proposed at the General Meeting
is not approved by Shareholders, the Second Fundraise Shares will not be able
to be allotted and any Warrants which have been issued will be incapable of
being exercised. Consequently, the Company will receive significantly less
money than anticipated from the Fundraise. In such circumstances, in the
absence of the availability of any alternative funding solutions, the Company
will have to adapt its business plans, strategy and cost base accordingly.
This will both prevent the Group from completing its planned integrations for
training and skills and require the Group to reduce its planned spending on
sales and marketing to continue to accelerate its market capture. In such
circumstances, the Group would therefore focus on servicing and maintaining
the Group's current customer base. Accordingly, the Directors consider that
it is very important that Shareholders vote in favour of the Fundraise
Resolutions in order that Second Admission can proceed.
The Placing Shares and Subscription Shares, when issued fully paid, will be
issued credited as fully paid and will rank pari passu in all respects with
the Existing Ordinary Shares, including the right to receive dividends and
other distributions declared on or after the date on which they are issued.
Application has been made for the 6,000,004 First Fundraise Shares to be
admitted to trading on AIM and it is expected that First Admission will become
effective and dealings in the First Fundraise Shares will commence on 5 June
2024. The First Fundraise is conditional upon First Admission becoming
effective by 8.00 a.m. on 5 June 2024 or such later time and date as the
Company and Capital Plus may agree, being no later than 8.00 a.m. on 31 July
2024. In the event that this condition is not satisfied by the requisite time,
the First Fundraise will not proceed.
Application will be made for the 19,433,322 Second Fundraise Shares to be
admitted to trading on AIM and it is expected that Second Admission will
become effective and dealings in the Second Fundraise Shares will commence on
19 June 2024. The Second Fundraise is conditional upon Admission becoming
effective by 8.00 a.m. on 19 June 2024 or such later time and date as the
Company, Capital Plus and Dowgate Capital may agree, being no later than 8.00
a.m. on 31 July 2024. In the event that this condition is not satisfied by the
requisite time, the Second Fundraise will not proceed.
5. DETAILS OF THE WARRANTS
Subscribers and Placees in the Fundraise, other than the Directors and the
Proposed Director, will receive one Warrant for every one Ordinary Share
subscribed for pursuant to the Fundraise, with each Warrant entitling the
holder to acquire one new Ordinary Share at a price of 4.5 pence at any time
in the 24-month period starting on the day following the date of the General
meeting. Therefore, a total of 19,666,661 Warrants will be issued to subscribe
for 19,666,661 new Ordinary Shares. If all the Warrants are exercised in full
SEEEN will receive gross proceeds of a further approximately £885,000.
The Warrants are not secured and are non-transferable by the holders without
the prior consent of the Company. The Warrants will be in certificated form
and none of the Warrants will be admitted to trading on AIM or any other stock
exchange. The exercise of the Warrants will be subject to passing of the
Fundraise Resolutions at the General Meeting.
6. DIRECTORS' AND SUBSTANTIAL SHAREHOLDER PARTICIPATION IN THE FUNDRAISE
As part of the Fundraise, certain Directors (including their families) have
agreed to subscribe for an aggregate of 4,599,999 Fundraise Shares at the
Issue Price to raise approximately £138,000 (conditional upon the passing of
the Fundraise Resolutions).
The following Directors of the Company have subscribed for Fundraise Shares
pursuant to the Fundraise:
Name Subscription Shares* Subscription Amount (£) Total Shares held after Fundraising % of Enlarged Share Capital
Patrick DeSouza 2,000,000 £60,000 7,426,164 6.25%
Adrian Hargrave 933,333 £28,000 1,985,747 1.67%
David Anton 1,333,333 £40,000 1,333,333 1.12%
Mark Williams 333,333 £10,000 333,333 0.28%
* All director participants will not be issued with Warrants on a one-for-one
basis, unlike other participants in the Fundraising.
In addition, the Proposed Director Michael Zigman has agreed to subscribe for
an aggregate of 1,166,666 Subscription Shares at the Issue Price to raise
£35,000 (conditional upon the passing of the Fundraise Resolutions). The
Proposed Director will not be issued with Warrants on a one-for-one basis,
unlike other participants in the Fundraising.
7. RELATED PARTY TRANSACTION
Gresham House is conditionally subscribing for up to £325,000 of Conditional
CLNs. As Gresham House currently holds more than 10 per cent. of the Ordinary
Shares, Gresham House's conditional subscription for Conditional CLNs 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 conditional subscription for
Conditional CLNs by Gresham House are fair and reasonable insofar as
Shareholders are concerned.
8. SUMMARY OF THE CONDITIONAL CLNS
Gresham House and the Company have entered into a conditional subscription
agreement for the acquisition by Gresham House of the Conditional CLNs. The
conditional subscription agreement provides that, subject to the satisfaction
of various conditions, Gresham House may subscribe for the total amount of the
Conditional CLNs (being a face value of £325,000 at a cost of £315,250).
The conditions to subscription include: (a) resolutions to allot the
conversion shares pursuant to the Conditional CLNs being passed without
amendment (or the Company otherwise being granted authority to allot ordinary
shares pursuant to a conversion of the Conditional CLNs without rights of
pre-emption applying); (b) approval of the final terms of the Conditional CLNs
by the Gresham House investment committee; and (c) Gresham House being
provided with satisfactory comfort that the Conditional CLNs qualify for VCT
relief status. These conditions must be satisfied or (if capable of waiver)
waived by 29 November 2024, or such later date as Gresham House and the
Company may agree, in order for the Conditional CLNs to be capable of being
subscribed. It is a requirement of the terms of the conditional subscription
that Gresham House's total investment in the Company shall not exceed 29.99
per cent of the Company's issued ordinary share capital.
The final terms of the Conditional CLNs will themselves be subject to
finalisation between the Company and Gresham House. However, under the terms
of the conditional subscription agreement, it is expected that the Conditional
CLNs will be subscribed at a price of 97 pence for every £1 in Conditional
CLNs , will have a conversion price of 3 pence, carry a 10 per cent fixed rate
coupon that will roll up and will mature five years and one day from the date
of their issuance. In addition, the final version of the Conditional CLN
instrument is expected to include further customary provisions. A further
announcement will be made at the point when the final version of the
Conditional CLN instrument is entered into.
9. THE PLACING AGREEMENT
In connection with the Fundraise, the Company entered into the Placing
Agreement pursuant to which Capital Plus and Dowgate Capital have agreed, in
accordance with its terms, to use reasonable endeavours to procure subscribers
for the Placing Shares (together with their associated Warrants) at the Issue
Price. The Placing is not underwritten. In accordance with the terms of the
Placing Agreement, the First Placing and the Second Placing are each
conditional upon, amongst other things, the respective conditions in the
Placing Agreement being satisfied or (if applicable) waived, and the Placing
Agreement not having been terminated in accordance with its terms. The Second
Placing is conditional upon, inter alia, the passing of the Fundraise
Resolutions, but the First Placing may proceed even if the Fundraise
Resolutions are not passed.
The Placing Agreement contains certain warranties given by the Company in
favour of Capital Plus and Dowgate Capital concerning, inter alia, the
accuracy of information given in this Circular and the announcement made by
the Company in respect of the Placing as well as other matters relating to the
Group and its business. The Placing Agreement is terminable by Capital Plus
and Dowgate Capital in certain circumstances up until the time of each
respective Admission, including, inter alia, should there be a breach of a
warranty contained in the Placing Agreement or a force majeure event takes
place or a material adverse change occurs to the business of the Company or
the Group. If terminated prior to the First Placing, the obligations of the
Joint Brokers in respect of the Fundraise will cease. If terminated prior to
the Second Placing but after completion of the First Placing, only the
obligations of the Joint Brokers in respect of the Second Fundraise will
cease. The Company has also agreed to indemnify Capital Plus and Dowgate
Capital against all losses, costs, charges and expenses which Capital Plus and
Dowgate Capital may suffer or incur as a result of, occasioned by or
attributable to the carrying out of their duties under the Placing Agreement.
10. GENERAL MEETING
A notice convening a General Meeting of the Company to be held at 11.00 a.m.
on 17 June 2024 at the offices of SEEEN plc at Hones Yard, 1 Waverley Lane,
Farnham, Surrey GU9 8BB is set out at the end of this Circular. A Form of
Proxy to be used in connection with the General Meeting is enclosed with this
Circular when received in hard copy form and is available on the Company's
website at www.seeen.com (http://www.seeen.com) . The purpose of the General
Meeting is to seek approval of Existing Shareholders for the Fundraise
Resolutions summarised below. The Second Fundraise is conditional upon the
passing of the Fundraise Resolutions, being Resolutions 1 and 2 as set out in
the Notice of General Meeting and summarised below.
At the General Meeting, the Resolutions will be proposed to the following
effect:
· Resolution 1, is an ordinary resolution to authorise the
Directors to allot shares and to grant rights to subscribe for and convert
securities into shares up to an aggregate nominal value of £39,099.99 being
equal to 39,099,983 Ordinary Shares, pursuant to the Second Fundraise and the
Warrants issued pursuant to both the First and Second Fundraise.
· Resolution 2, which is conditional on the passing of
Resolutions 1 is a special resolution to authorise the Directors to allot
equity securities pursuant to the authority granted under Resolution 1 on a
non pre-emptive basis.
· Resolution 3, is an ordinary resolution to authorise the
Directors to allot shares and to grant rights to subscribe for and convert
securities into shares up to an aggregate nominal value of £18,000 being
equal to 18,000,000 Ordinary Shares, pursuant to the Conditional CLNs.
· Resolution 4, which is conditional on the passing of
Resolutions 3 is a special resolution to authorise the Directors to allot
equity securities pursuant to the authority granted under Resolution 3 on a
non pre-emptive basis.
The authorities and powers to allot shares and to grant rights to subscribe
for and convert securities into shares on a non-pre-emptive basis to be
granted pursuant to Resolutions 1 and 2 will each expire on the date falling
24 months from the day following the date of passing of those Resolutions
(unless renewed, varied or revoked by the Company before that date) and will
be in addition to the Directors' authorities and powers to allot shares and to
grant rights to subscribe for and convert securities into shares on a non
pre-emptive basis granted at the Company's last annual general meeting held on
26 July 2023.
The authorities and powers to allot shares and to grant rights to subscribe
for and convert securities into shares on a non-pre-emptive basis to be
granted pursuant to Resolutions 3 and 4 will each expire on the fifth
anniversary of the date of passing of those Resolutions (unless renewed,
varied or revoked by the Company before that date) and will be in addition to
the Directors' authorities and powers to allot shares and to grant rights to
subscribe for and convert securities into shares on a non pre-emptive basis
granted at the Company's last annual general meeting held on 26 July 2023.
11. ACTION TO BE TAKEN
In respect of the General Meeting
Whether or not you intend to be present at the General Meeting you are
requested to complete a Form of Proxy vote either online at
www.shareregistrars.uk.com (http://www.shareregistrars.uk.com) (click on the
"Proxy Vote" button and then follow the on-screen instructions), by issuing a
CREST Proxy Instruction or by completing the Proxy Form enclosed with this
Circular or downloaded from the Company's website at www.seeen.com
(http://www.seeen.com) , in accordance with the instructions printed thereon,
and returning it to Share Registrars Limited, 3 The Millennium Centre, Crosby
Way, Farnham, Surrey, GU9 7XX, in each case as soon as possible but in any
event so that the action is completed or the Proxy Form is received by no
later than 11.00 a.m. on 13 June 2024. The completion of a proxy appointment
and/or return of a Form of Proxy will not preclude you from attending the
General Meeting and voting in person should you subsequently wish to do so.
Unless the Form of Proxy, online proxy vote or CREST Proxy Instruction is
received by the date and time specified above, it will be invalid.
12. RECOMMENDATION
If either of the Fundraise Resolutions to be proposed at the General Meeting
is not approved by Shareholders, the Second Fundraise Shares, will not be able
to be allotted and any Warrants which have been issued will be incapable of
being exercised. Consequently, the Company will receive significantly less
money than anticipated from the Fundraise In such circumstances, in the
absence of the availability of any alternative funding solutions, the Company
will have to adapt its business plans, strategy and cost base accordingly.
This will both prevent the Group from completing its planned integrations for
training and skills and require the Group to reduce its planned spending on
sales and marketing to continue to accelerate its market capture. In such
circumstances, the Group would therefore focus on servicing and maintaining
the Group's current customer base. Accordingly, the Directors consider
that it is very important that Shareholders vote in favour of the Fundraise
Resolutions in order that Second Admission can proceed.
The Board considers the Fundraise and the Fundraise Resolutions to be
important and in the best interests of Shareholders as a whole. Accordingly,
the Board unanimously recommends that Shareholders vote in favour of the
Fundraise Resolutions to be proposed at the General Meeting as Adrian Hargrave
and Patrick DeSouza (being the Directors holding Existing Ordinary Shares)
intend to do in respect of their shareholdings representing 6.9 per cent. of
the Existing Ordinary Shares.
Yours sincerely,
Patrick DeSouza
Non-Executive Chairman
Appendix II - Definitions
The following definitions apply throughout this announcement and the Circular
unless the context requires otherwise:
Admission the First Admission and the Second Admission, or either of them as the context
requires;
AIM the market of that name operated by the London Stock Exchange;
AIM Rules the AIM Rules for Companies governing the admission to and operation of AIM
published by the London Stock Exchange as amended from time to time;
ALD American Leak Detection, Inc, a subsidiary of Water Intelligence;
Allenby Capital Allenby Capital Limited, the Company's AIM nominated adviser and Joint Broker;
Articles of Association the articles of association of the Company, as amended from time to time;
Business Day any day on which banks are generally open in London for the transaction of
business other than a Saturday or Sunday or public holiday;
Capital Plus Capital Plus Partners Limited, the Company's placing agent and Joint Broker
pursuant to the Placing;
Certificated or in certificated form a share or other security which is not in uncertificated form (that is, not in
CREST);
Circular the circular despatched to holders of Existing Ordinary Shares in connection
with the Fundraise;
Closing Date the First Closing Date or the Second Closing Date, as the context requires;
Closing Price the closing middle market quotation of a share as derived from Bloomberg;
Companies Act the Companies Act 2006, as amended, modified or re-enacted from time to time;
Company or SEEEN SEEEN plc, incorporated in England and Wales with number 10621059 and with its
registered office at 27-28 Eastcastle Street, London W1W 8DH;
Conditional Convertible Loan Notes or Conditional CLNs conditional fixed rate 10 per cent convertible loan notes 2029;
CLN Resolutions the resolutions to be put to the Existing Shareholders at the General Meeting
in connection with the issue of ordinary shares pursuant to an exercise of the
Conditional CLNs (being Resolution 3 and Resolution 4) as detailed in the
Notice of General Meeting and Resolution means any of the Resolutions;
CREST or CREST System the computer-based system (as defined in the CREST Regulations) operated and
administered by Euroclear enabling securities to be evidenced otherwise than
by certificates and transferred otherwise than by written instruments;
CREST member a person who has been admitted by Euroclear as a system participant (as
defined in the CREST Regulations);
CREST participant a person who is, in relation to CREST, a system-participant (as defined in the
CREST Regulations);
CSP The Company's YouTube Creator Services Partner business;
Directors, Board or Board of Directors the current directors of the Company or the board of directors from time to
time of the Company, as the context requires, and "Director" is to be
construed accordingly;
Dollar or US$ US Dollars, the basic unit of currency in the US;
Dowgate Capital Dowgate Capital Limited, the Company's placing agent and Joint Broker;
Enlarged Share Capital the ordinary share capital of the Company immediately following completion of
the Fundraise (assuming that no Warrants or Convertible CLNs are exercised at
such time);
Euroclear Euroclear UK & International Limited;
Existing Ordinary Shares the 93,345,815 ordinary shares of 0.1 pence each in issue as at the date of
this document;
Existing Shareholders the holders of Existing Ordinary Shares;
FCA the Financial Conduct Authority of the United Kingdom or any successor body or
bodies carrying out the functions currently carried out by the Financial
Conduct Authority;
First Admission admission of the First Fundraise Shares to trading on AIM becoming effective
in accordance with Rule 6 of the AIM Rules;
First Closing Date 8.00 a.m. on 5 June 2024 or such later time and date as the Company and
Capital Plus may agree, being no later than 8.00 a.m. on 31 July 2024;
First Fundraise the placing of the First Fundraise Shares (together with associated Warrants)
at the Issue Price, in accordance with the terms of the Placing;
First Fundraise Shares or First Placing Shares the 6,000,004 new Ordinary Shares which have been conditionally placed with
investors pursuant to the First Placing;
First Placing the placing of the First Placing Shares;
Form of Proxy the form of proxy accompanying the Circular for use by Existing Shareholders
at the General Meeting;
FSMA the UK Financial Services and Markets Act 2000, as amended;
Fundraise the First Fundraise and the Second Fundraise (or either of them, as the
context requires);
Fundraise Resolutions the resolutions to be put to the Existing Shareholders at the General Meeting
in connection with the issue of the Fundraise Shares and the Warrants (being
Resolution 1 and Resolution 2) as detailed in the Notice of General Meeting
and Resolution means any of the Resolutions;
Fundraise Shares the Placing Shares and the Subscription Shares;
General Meeting the general meeting of the Company to be held at the offices of SEEEN plc,
Hones Yard, 1 Waverley Lane, Farnham Surrey GU9 8DG, as set out in the Notice
of General Meeting;
Gresham House Gresham House Asset Management Limited;
Group the Company and each of its subsidiaries and subsidiary undertakings;
Issue Price 3 p per Fundraise Share;
Joint Brokers Dowgate Capital and Capital Plus;
London Stock Exchange London Stock Exchange plc or its successor(s);
MAR the UK version of the EU Market Abuse Regulation (2014/596/EU) (incorporated
into UK law by virtue of the European Union (Withdrawal) Act 2018), as amended
and supplemented from time to time;
Notice of General Meeting the notice of general meeting set out in Part II of the Circular;
Ordinary Shares the ordinary shares in the capital of the Company of 0.1p each;
Overseas Shareholders Shareholders with registered addresses in, or who are citizens, residents or
nationals of, jurisdictions outside the UK;
Participating Directors being Dr Patrick DeSouza, Adrian Hargrave, David Anton and Mark Williams, the
Directors participating in the Fundraise;
Placee any person that has conditionally agreed to subscribe for Placing Shares in
the Placing;
Placing together (or separately) the proposed First Placing and/or the Second Placing
as described in this document;
Placing Agreement the agreement between the Company, Capital Plus and Dowgate Capital relating
to the Fundraise, as described in this document;
Placing Shares the aggregate 18,666,662 new Ordinary Shares which have been conditionally
placed with investors pursuant to the Placing;
Proposed Director Michael Zigman;
Regulatory Information Service one of the regulatory information services authorised by the FCA to receive,
process and disseminate regulatory information from listed companies;
Resolutions the Fundraise Resolutions and the CLN Resolutions;
Second Admission admission of the Second Fundraise Shares to trading on AIM becoming effective
in accordance with Rule 6 of the AIM Rules;
Second Closing Date 8.00 a.m. on 19 June 2024 or such later time and date as the Company, and
Capital Plus and Dowgate Capital may agree, being no later than 8.00 a.m. on
31 July 2024;
Second Fundraise The placing of the Second Placing Shares (together with associated Warrants)
at the Issue Price in accordance with the terms of the Placing and the issue
of the Subscription Shares at the Issue Price;
Second Fundraise Shares the total of 19,433,322 new Ordinary Shares which have been conditionally
placed with investors pursuant to the Second Placing or subscribed for via the
Subscription;
Second Placing the conditional placing of the Second Placing Shares
Second Placing Shares the placing of the 12,666,658 Second Placing Shares;
Securities Act the US Securities Act of 1933, as amended;
Shareholders the holder(s) of the ordinary shares in the capital of the Company from time
to time;
Sterling or pound or £ or pence pounds sterling or pence, the basic units of currency in the UK;
Subscriber any person that has conditionally agreed to subscribe for Subscription Shares
in the Subscription;
Subscription the proposed subscription of the Subscription Shares by the Company at the
Issue Price, conditional inter alia on passing of the Fundraise Resolutions
and on Admission;
Subscription Shares the 6,766,664 new Ordinary Shares to be issued pursuant to the Subscription;
Subsidiary has the meaning given in section 1159 of the Companies Act;
subsidiary undertaking has the meaning given to it in section 1162 of the Companies Act 2006;
Uncertificated or uncertificated form uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST;
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland;
United States or US the United States of America;
US person has the meaning provided in Rule 902(k) of Regulation S under the Securities
Act;
Warrants the warrants to subscribe for Ordinary Shares issued to subscribers in the
Fundraise (except for the Directors and the Proposed Director), with each
warrant exercisable at 4.5 pence at any time in the 24-month period starting
on the day following the date of the General meeting; and
Water Intelligence Water Intelligence plc, incorporated in England and Wales with number 03923150
and with its registered office at 27-28 Eastcastle Street, London W1W 8DH.
Appendix III - Expected Timetable of Principal Events
Announcement of the Fundraise and posting of the Circular and Proxy Form 31 May 2024
Admission of, and commencement of dealings in, the First Fundraise Shares 8.00 a.m. on 5 June 2024
Latest time and date for receipt of completed Forms of Proxy 11.00 a.m. on 13 June 2024
Latest time and date for receipt of CREST Proxy Instructions for the General 11.00 a.m. on 13 June 2024
Meeting
Record time for those Shareholders on the Register of Members entitled to 11.00 a.m. on 13 June 2024
attend or vote at the General Meeting
General Meeting 11.00 a.m. on 17 June 2024
Admission of, and commencement of dealings in, the Second Fundraise Shares 8.00 a.m. on 19 June 2024
Fundraise Shares credited to CREST stock accounts 19 June 2024
Despatch of definitive share certificates for Fundraise Shares in certificated within 14 days of Admission
form
Appendix IV - Key Statistics
Closing Price per Existing Ordinary Share 3.25 pence
Number of Existing Ordinary Shares in issue 93,345,815
PLACING STATISTICS
Number of Placing Shares 18,666,662
Gross proceeds of the Placing approximately £560,000
Number of Subscription Shares 6,766,664
Gross proceeds of the Subscription approximately £203,000
Net proceeds of the Fundraise to be received by the Company approximately £0.6 million
Enlarged Share Capital following completion of the Fundraise (assuming no 118,779,141
Warrants are exercised)
Percentage of the maximum Enlarged Share Capital represented by the Fundraise 21.4 per cent.
Shares (assuming no Warrants are exercised or Conditional CLNs converted)
Fundraise Shares as a percentage of the Existing Ordinary Shares (assuming no 27.2 per cent.
Warrants are exercised or Conditional CLNs converted)
IMPORTANT NOTICES
Notice to Distributors
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended and as this is applied in the United Kingdom ("MiFID II"); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II as this is applied in the United Kingdom; and (c) local
implementing measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with respect
thereto, the shares the subject of the Placing have been subject to a product
approval process, which has determined that such securities are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment, distributors
should note that: the price of the shares the subject of the Placing may
decline and investors could lose all or part of their investment; the shares
offer no guaranteed income and no capital protection; and an investment in the
shares is compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, Capital Plus and Dowgate Capital
will only procure investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the shares the subject of the Placing. Each
distributor is responsible for undertaking its own target market assessment in
respect of the shares and determining appropriate distribution channels.
Forward Looking Statements
This announcement contains forward-looking statements which are based on the
beliefs, expectations and assumptions of the Directors and other members of
senior management about the Group's businesses. All statements other than
statements of historical fact included in this announcement may be
forward-looking statements. Generally, words such as "will", "may", "should",
"could", "estimates", "continue", "believes", "expects", "aims", "targets",
"projects", "intends", "anticipates", "plans", "prepares", "seeks" or, in each
case, their negative or other variations or similar or comparable expressions
identify forward-looking statements.
These forward-looking statements are not guarantees of future performance, and
there can be no assurance that the expectations reflected in such
forward-looking statements will prove to have been correct. Rather, they are
based on the current beliefs, expectations and assumptions and involve known
and unknown risks, uncertainties and other factors, many of which are outside
the control of the Company and are difficult to predict, that may cause actual
results, performance, plans, objectives, achievements or events to differ
materially from those express or implied in such forward-looking statements.
Undue reliance should, therefore, not be placed on such forward-looking
statements.
New factors will emerge in the future, and it is not possible to predict which
factors they will be. In addition, the impact of each factor on the Group's
business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those described in any
forward-looking statement or statements cannot be assessed, and no assurance
can therefore be provided that assumptions will prove correct or that
expectations and beliefs will be achieved.
Any forward-looking statement contained in this announcement based on past or
current trends and/or activities of the Group should not be taken as a
representation that such trends or activities will continue in the future. No
statement in this announcement is intended to be a profit forecast or to imply
that the earnings of the Group for the current year or future years will match
or exceed historical or published earnings of the Group.
Prospective investors are strongly recommended to read the risk factors set
out in Part II of the Circular for a more complete discussion of the factors
that could affect the Company's future performance and the industry in which
the Company operates. In light of these risks, uncertainties and
assumptions, the events described in the forward-looking statements in this
announcement may not occur.
Each forward-looking statement speaks only as at the date of this announcement
and is not intended to give any assurance as to future results. The Company
and/or its Directors expressly disclaim any obligation or undertaking to
release publicly any updates or revisions to any forward-looking statements
contained herein as a result of new information, future events or other
information, except to the extent required by the FCA's Disclosure Guidance
and Transparency Rules, the rules of the London Stock Exchange, including the
AIM Rules or by applicable law.
Notice to overseas persons
This announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
This announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into the United States, Australia, New
Zealand, Russia, Canada, Japan, the Republic of South Africa, Singapore or any
jurisdiction into which the publication or distribution would be unlawful.
This announcement is for information purposes only and does not constitute an
offer to sell or issue or the solicitation of an offer to buy or acquire
shares in the capital of the Company in the United States, Australia, New
Zealand, Russia, Canada, Japan, the Republic of South Africa, Singapore or
any jurisdiction in which such offer or solicitation would be unlawful or
require preparation of any prospectus or other offer documentation or would be
unlawful prior to registration, exemption from registration or qualification
under the securities laws of any such jurisdiction. Persons into whose
possession this announcement comes are required by the Company to inform
themselves about, and to observe, such restrictions. Any failure to comply
with these restrictions may constitute a violation of securities laws of such
jurisdictions.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is
not an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.
General
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) or any previous announcement made by the Company is
incorporated into, or forms part of, this announcement.
Allenby Capital, which is authorised and regulated by the FCA in the United
Kingdom, is acting as Nominated Adviser to the Company in connection with the
Placing. Allenby Capital will not be responsible to any person other than the
Company for providing the protections afforded to clients of Allenby Capital
or for providing advice to any other person in connection with the Placing.
Allenby Capital has not authorised the contents of, or any part of, this
announcement, and no liability whatsoever is accepted by Allenby for the
accuracy of any information or opinions contained in this announcement or for
the omission of any material information.
Capital Plus, which is authorised and regulated by the FCA in the United
Kingdom, is acting as Joint Broker to the Company in connection with the
Placing. Capital Plus will not be responsible to any person other than the
Company for providing the protections afforded to clients of Capital Plus or
for providing advice to any other person in connection with the Placing.
Capital Plus has not authorised the contents of, or any part of, this
announcement, and no liability whatsoever is accepted by Capital Plus for the
accuracy of any information or opinions contained in this announcement or for
the omission of any material information.
Dowgate Capital, which is authorised and regulated by the FCA in the United
Kingdom, is acting as Joint Broker to the Company in connection with the
Placing. Dowgate Capital will not be responsible to any person other than the
Company for providing the protections afforded to clients of Dowgate Capital
or for providing advice to any other person in connection with the Placing.
Dowgate Capital has not authorised the contents of, or any part of, this
announcement, and no liability whatsoever is accepted by Dowgate Capital for
the accuracy of any information or opinions contained in this announcement or
for the omission of any material information.
Certain figures contained in this announcement, including financial
information, have been subject to rounding adjustments. Accordingly, in
certain instances, the sum or percentage change of the numbers contained in
this announcement may not conform exactly with the total figure given.
All references to time in this announcement are to London time, unless
otherwise stated.
The FCA notification, made in accordance with the requirements of UK MAR, is
appended below.
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name
PDMRs:
Patrick DeSouza Non-Executive Chairman
Adrian Hargrave CEO
David Anton Non-Executive Director
Mark Williams Non-Executive Director
2 Reason for the notification
a) Position/status See 1a) above
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name SEEEN PLC
b) LEI 213800RQVRMW2KRORN22
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary Shares of nominal value 0.1pence each
Identification code GB00BK6SHS41
b) Nature of the transaction Fundraise for new Ordinary Shares
c) Price(s) and volume(s) Price: 3 pence
Volumes:
Patrick DeSouza 2,000,000
Adrian Hargrave 933,333
David Anton 1,333,333
Mark Williams 333,333
d) Aggregated information As above
- Aggregated volume
- Price
e) Date of the transaction 30 May 2024 to be completed 19 June 2024
f) Place of the transaction Outside a trading venue
2
Reason for the notification
a)
Position/status
See 1a) above
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a)
Name
SEEEN PLC
b)
LEI
213800RQVRMW2KRORN22
4
Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
Identification code
Ordinary Shares of nominal value 0.1pence each
GB00BK6SHS41
b)
Nature of the transaction
Fundraise for new Ordinary Shares
c)
Price(s) and volume(s)
Price: 3 pence
Volumes:
Patrick DeSouza 2,000,000
Adrian Hargrave 933,333
David Anton 1,333,333
Mark Williams 333,333
d)
Aggregated information
- Aggregated volume
- Price
As above
e)
Date of the transaction
30 May 2024 to be completed 19 June 2024
f)
Place of the transaction
Outside a trading venue
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