Completion of Placing
10/12/2024 07:00
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RNS Number : 4118P Meme Vault PLC 10 December 2024
The information contained within this announcement is deemed by the Company
to constitute inside information stipulated under the Market Abuse
Regulation (EU) No. 596/2014 as it forms part of UK domestic law by virtue
of the European Union (Withdrawal) Act 2018. Upon the publication of this
announcement via the Regulatory Information Service,
this inside information is now considered to be in the public domain.
10 December 2024
Meme Vault Plc
("Meme Vault" or the "Company")
Completion of Placing
The Company is pleased to announce that it has raised £271,000 from both
existing and new investors via the issuance of 1,355,000,000 new ordinary
shares of 0.01 pence each ("Ordinary Shares") in the Company at a price of
0.02 pence per share ("Placing").
The funds will be used for working capital and for the development of the new
strategy of the Company, as announced on 07 November 2024. Meme Vault will act
as an operating company, directly managing and executing projects in
cryptocurrency and Web3, including the development of blockchain-based
technologies, decentralised applications, and community-driven digital
initiatives. As part of this strategy, the Company is in the process of
incorporating a subsidiary in the United Arab Emirates. The subsidiary will be
applying for the relevant licenses to operate within the UAE's regulatory
framework, leveraging the region's dynamic blockchain ecosystem to support its
strategic goals.
The Company has issued warrants over 3,000,000,000 new ordinary shares. Of
these, 2,710,000,000 warrants were issued to investors participating in the
Placing, on the basis of two warrants for each subscription share, with an
exercise price of 0.02p per share ("Placing Warrants"). Jeremy Woodgate, a
Director of the Company, was issued 50,000,000 warrants on the same terms as
the Placing Warrants. 240,000,000 warrants were issued to previous round
investors and other participants, with an exercise price of 0.05p per share
(together, the "Warrants"). All Warrants are exercisable for a period of three
years from the date of issue.
Following the Placing, Derek Lew and Brian Stockbridge, Directors of the
Company, will respectively hold approximately 25.01% and 26.88% of the
Company's enlarged issued share capital, held through their personal holdings
and wholly owned companies.
Application will be made for the Ordinary Shares, which will rank pari passu
with the existing Ordinary Shares in issue, to be admitted to trading on the
AQSE Growth Market ("Admission"). Dealings are expected to commence on or
around 13 December 2024.
Total Voting Rights
Following Admission, the Company's total issued and voting share capital will
consist of 4,669,857,144 Ordinary Shares. The Company does not hold any
Ordinary Shares in treasury.
The above 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 Company under the FCA's
Disclosure and Transparency Rules.
Rule 4.6 Statement - Related Party Transaction
Both Brian Stockbridge and Derek Lew participated in the Placing and are
considered a "Related Party" as defined under the AQSE Growth Market Access
Rulebook as a result of being directors of the Company. The subscription of
shares and issuance of warrants relating to them therefore constitutes a
related party transaction for the purposes of Rule 4.6 of the AQSE Growth
Market Access Rulebook.
Jeremy Woodgate, Non-executive Director of the Company confirms that, having
exercised reasonable care, skill and diligence, the related party transaction
is fair and reasonable insofar as the shareholders of Meme Vault are
concerned.
Brian Stockbridge, Non-executive Chairman said: "We are pleased to announce
the successful completion of the placing. With this important step completed,
we now turn our focus towards executing our new strategy. We would like to
thank our shareholders for their continued support as we have navigated the
changing nature of the business, and we welcome the new shareholders joining
us on this exciting journey. We as a board, are committed to making this new
strategy a success and remain in service to maximising shareholder value. We
intend to keep the market regularly updated as we start to progress the
business."
For more information, please visit the Company's website at www.memevault.ai
(http://www.memevault.ai)
The Directors of the Company take responsibility for this announcement.
Meme Vault Plc
Brian Stockbridge Via Alfred Henry
Non-executive Chairman
Alfred Henry Corporate Finance Ltd
AQSE Corporate Advisor
Nick Michaels, Maya Klein Wassink +44 (0) 20 8064 4056
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 Brian Stockbridge
2. Reason for the Notification
a) Position/status Non-Executive Chairman
b) Initial notification / Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Meme Vault Plc
b) LEI 213800CBZ6E6WRDGV387
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
Identification Code GB00BJDPYD55
b) Nature of the transaction 1) Subscription of ordinary shares
2) Grant of Warrants
c) Price(s) and volume(s) Price(s) Volume(s)
1) 0.02p 1) 37,500,000
2) 0.02p 2) 75,000,000
d) Aggregated information: N/A single transaction
· Aggregated volume
· Price
e) Date of the transaction 08 December 2024
f) Place of the Transaction Outside a trading venue
d)
Aggregated information:
· Aggregated volume
· Price
N/A single transaction
e)
Date of the transaction
08 December 2024
f)
Place of the Transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Dark Horse Family Office Limited
2. Reason for the Notification
a) Position/status PCA to a PDMR - Brian Stockbridge, Non-Executive Chairman of the Company
b) Initial notification / Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Meme Vault Plc
b) LEI 213800CBZ6E6WRDGV387
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
Identification Code GB00BJDPYD55
b) Nature of the transaction 1) Subscription of ordinary shares
2) Grant of Warrants
c) Price(s) and volume(s) Price(s) Volume(s)
1) 0.02p 1) 375,000,000
2) 0.02p 2) 750,000,000
d) Aggregated information: N/A single transaction
· Aggregated volume
· Price
e) Date of the transaction 08 December 2024
f) Place of the Transaction Outside a trading venue
d)
Aggregated information:
· Aggregated volume
· Price
N/A single transaction
e)
Date of the transaction
08 December 2024
f)
Place of the Transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name California Two Pizza Ventures Inc.
2. Reason for the Notification
a) Position/status PCA to a PDMR - Derek Lew, a Director of the Company
b) Initial notification / Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Meme Vault Plc
b) LEI 213800CBZ6E6WRDGV387
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
Identification Code GB00BJDPYD55
b) Nature of the transaction 1) Subscription of ordinary shares
2) Grant of Warrants
c) Price(s) and volume(s) Price(s) Volume(s)
1) 0.02p 1) 375,000,000
2) 0.02p 2) 750,000,000
d) Aggregated information: N/A single transaction
· Aggregated volume
· Price
e) Date of the transaction 08 December 2024
f) Place of the Transaction Outside a trading venue
d)
Aggregated information:
· Aggregated volume
· Price
N/A single transaction
e)
Date of the transaction
08 December 2024
f)
Place of the Transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Jeremy Woodgate
2. Reason for the Notification
a) Position/status Director
b) Initial notification / Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Meme Vault Plc
b) LEI 213800CBZ6E6WRDGV387
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
Identification Code GB00BJDPYD55
b) Nature of the transaction Grant of Warrants
c) Price(s) and volume(s) Price(s) Volume(s)
0.02p 50,000,000
d) Aggregated information: N/A single transaction
· Aggregated volume
· Price
e) Date of the transaction 08 December 2024
f) Place of the Transaction Outside a trading venue
d)
Aggregated information:
· Aggregated volume
· Price
N/A single transaction
e)
Date of the transaction
08 December 2024
f)
Place of the Transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name First Sentinel Corporate Finance
2. Reason for the Notification
a) Position/status PCA to a PDMR - Brian Stockbridge, Non-Executive Chairman of the Company
b) Initial notification / Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Meme Vault Plc
b) LEI 213800CBZ6E6WRDGV387
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
Identification Code GB00BJDPYD55
b) Nature of the transaction Grant of Warrants
c) Price(s) and volume(s) Price(s) Volume(s)
0.05p 75,000,000
d) Aggregated information: N/A single transaction
· Aggregated volume
· Price
e) Date of the transaction 08 December 2024
f) Place of the Transaction Outside a trading venue
d)
Aggregated information:
· Aggregated volume
· Price
N/A single transaction
e)
Date of the transaction
08 December 2024
f)
Place of the Transaction
Outside a trading venue
TR-1: Standard form for notification of major holdings
1a. Identity of the issuer or the underlying issuer of existing shares to Meme Vault Plc
which voting rights are attached (ii):
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X"
if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with
an "X")
An acquisition or disposal of voting rights X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights X
Other (please specify) (iii): Transfer from the ultimate controlling natural
person
3. Details of person subject to the notification obligation (iv)
Name California Two Pizza Ventures Inc.
City and country of registered office (if applicable) Vancouver, Canada
4. Full name of shareholder(s) (if different from 3.) (v)
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached (vi): 08-12-24
6. Date on which issuer notified (DD/MM/YYYY): 08-12-24
7. Total positions of person(s) subject to the notification obligation
% of voting rights attached to shares (total of 8. A) % of voting rights through financial instruments Total of both in % (8.A + 8.B) Total number of voting rights held in issuer (8.A + 8.B) (vii)
(total of 8.B 1 + 8.B 2)
Resulting situation on the date on which threshold was crossed or reached 25.01 25.01 1,167,942,885
Position of previous notification (if 23.92 23.92 792,942,885
applicable)
8. Notified details of the resulting situation on the date on which the
threshold was crossed or reached (viii)
A: Voting rights attached to shares
Class/type of Number of voting rights (ix) % of voting rights
shares
ISIN code (if possible)
Direct Indirect Direct Indirect
(DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
Ordinary Shares 1,167,942,885 25.01
GB00BJDPYD55
SUBTOTAL 8. A 1,167,942,885 25.01
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument Expiration Exercise/ Number of voting rights that may be acquired if the instrument is % of voting rights
date (x)
Conversion Period (xi)
exercised/converted.
Warrants 08/12/2027 In next 3 years 750,000,000 16.06
SUBTOTAL 8. B 1 750,000,000 16.06
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R
(1) (b)
Type of financial instrument Expiration Exercise/ Physical or cash Number of voting rights % of voting rights
date (x)
Conversion Period (xi)
Settlement (xii)
SUBTOTAL 8.B.2
9. Information in relation to the person subject to the notification
obligation (please mark the
applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural
person or legal entity and does not control any other undertaking(s) holding
directly or indirectly an interest in the (underlying) issuer (xiii)
Full chain of controlled undertakings through which the voting rights and/or X
the
financial instruments are effectively held starting with the ultimate
controlling natural person or legal entity (please add additional rows as
necessary) (xiv)
Name (xv) % of voting rights if it equals or is higher than the notifiable threshold % of voting rights through financial instruments if it equals or is higher Total of both if it equals or is higher than the notifiable threshold
than the notifiable threshold
Derek Lew 25.01 16.06 41.07
10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional information (xvi)
Place of completion Canada
Date of completion 08-12-24
1a. Identity of the issuer or the underlying issuer of existing shares to Meme Vault Plc
which voting rights are attached (ii):
1b. Please indicate if the issuer is a non-UK issuer (please mark with an
"X" if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with
an "X")
An acquisition or disposal of voting rights X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights X
Other (please specify) (iii):
3. Details of person subject to the notification obligation (iv)
Name Dark Horse Family Office Limited
City and country of registered office (if applicable) London, UK
4. Full name of shareholder(s) (if different from 3.) (v)
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached (vi): 08-12-24
6. Date on which issuer notified (DD/MM/YYYY): 08-12-24
7. Total positions of person(s) subject to the notification obligation
% of voting rights attached to shares (total of 8. A) % of voting rights through financial instruments Total of both in % (8.A + 8.B) Total number of voting rights held in issuer (8.A + 8.B) (vii)
(total of 8.B 1 + 8.B 2)
Resulting situation on the date on which threshold was crossed or reached 19.66 19.66 917,942,886
Position of previous notification (if 16.38 16.38 542,942,886
applicable)
8. Notified details of the resulting situation on the date on which the
threshold was crossed or reached (viii)
A: Voting rights attached to shares
Class/type of Number of voting rights (ix) % of voting rights
shares
ISIN code (if possible)
Direct Indirect Direct Indirect
(DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
Ordinary Shares 917,942,886 19.66
GB00BJDPYD55
SUBTOTAL 8. A 917,942,886 19.66
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument Expiration Exercise/ Number of voting rights that may be acquired if the instrument is % of voting rights
date (x)
Conversion Period (xi)
exercised/converted.
Warrants 08/12/2027 In next 3 years 750,000,000 16.06
SUBTOTAL 8. B 1 750,000,000 16.06
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R
(1) (b)
Type of financial instrument Expiration Exercise/ Physical or cash Number of voting rights % of voting rights
date (x)
Conversion Period (xi)
Settlement (xii)
SUBTOTAL 8.B.2
9. Information in relation to the person subject to the notification
obligation (please mark the
applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural
person or legal entity and does not control any other undertaking(s) holding
directly or indirectly an interest in the (underlying) issuer (xiii)
Full chain of controlled undertakings through which the voting rights and/or X
the
financial instruments are effectively held starting with the ultimate
controlling natural person or legal entity (please add additional rows as
necessary) (xiv)
Name (xv) % of voting rights if it equals or is higher than the notifiable threshold % of voting rights through financial instruments if it equals or is higher Total of both if it equals or is higher than the notifiable threshold
than the notifiable threshold
Brian Stockbridge 19.66 16.06 35.72
10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional information (xvi)
Following this notification, Brian Stockbridge directly holds 87,500,000
shares (1.87%) of Meme Vault Plc (the "Company"). Brian Stockbridge is the
ultimate control person of Dark Horse Family Office Limited which following
this notification holds 917,942,886 shares (19.66%) of the Company and First
Sentinel Corporate Finance Ltd which holds 250,000,000 shares (5.35%) of the
Company. In total, Brian Stockbridge directly holds 87,500,000 shares (1.87%)
and indirectly holds 1,167,942,886 shares (25.01%) via his fully-owned
companies.
Place of completion UK
Date of completion 08-12-24
1a. Identity of the issuer or the underlying issuer of existing shares to Meme Vault Plc
which voting rights are attached (ii):
1b. Please indicate if the issuer is a non-UK issuer (please mark with an
"X" if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with
an "X")
An acquisition or disposal of voting rights x
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights x
Other (please specify) (iii):
3. Details of person subject to the notification obligation (iv)
Name First Sentinel Corporate Finance Ltd
City and country of registered office (if applicable)
4. Full name of shareholder(s) (if different from 3.) (v)
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached (vi): 08-12-24
6. Date on which issuer notified (DD/MM/YYYY): 08-12-24
7. Total positions of person(s) subject to the notification obligation
% of voting rights attached to shares (total of 8. A) % of voting rights through financial instruments Total of both in % (8.A + 8.B) Total number of voting rights held in issuer (8.A + 8.B) (vii)
(total of 8.B 1 + 8.B 2)
Resulting situation on the date on which threshold was crossed or reached 5.35 5.35 250,000,000
Position of previous notification (if 7.54 7.54 250,000,000
applicable)
8. Notified details of the resulting situation on the date on which the
threshold was crossed or reached (viii)
A: Voting rights attached to shares
Class/type of Number of voting rights (ix) % of voting rights
shares
ISIN code (if possible)
Direct Indirect Direct Indirect
(DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
Ordinary Shares 250,000,000 5.35
GB00BJDPYD55
SUBTOTAL 8. A 250,000,000 5.35
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument Expiration Exercise/ Number of voting rights that may be acquired if the instrument is % of voting rights
date (x)
Conversion Period (xi)
exercised/converted.
Warrants 08/12/2027 In next 3 years 75,000,000 1.61
SUBTOTAL 8. B 1 75,000,000 1.61
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R
(1) (b)
Type of financial instrument Expiration Exercise/ Physical or cash Number of voting rights % of voting rights
date (x)
Conversion Period (xi)
Settlement (xii)
SUBTOTAL 8.B.2
9. Information in relation to the person subject to the notification
obligation (please mark the
applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural
person or legal entity and does not control any other undertaking(s) holding
directly or indirectly an interest in the (underlying) issuer (xiii)
Full chain of controlled undertakings through which the voting rights and/or x
the
financial instruments are effectively held starting with the ultimate
controlling natural person or legal entity (please add additional rows as
necessary) (xiv)
Name (xv) % of voting rights if it equals or is higher than the notifiable threshold % of voting rights through financial instruments if it equals or is higher Total of both if it equals or is higher than the notifiable threshold
than the notifiable threshold
Brian Stockbridge 5.35 1.61 6.96
10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional information (xvi)
Place of completion London
Date of completion 08-12-24
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