REG - Supply @ME Capital - Capital Enhancement Plan & Revised Date of Results

Supply@Me CapitalAnnouncement

27/04/2022 07:16

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RNS Number : 5031J  Supply @ME Capital PLC   27 April 2022

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. ON PUBLICATION OF
THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

27 April 2022

Supply@ME Capital plc

(The "Company" or "SYME")

Capital Enhancement Plan to support implementation of the upcoming 2022
Strategic Plan:

 

New equity funding agreement secured; Mercator loan agreement restructured;

 

Revised date for Publication of 2021 Annual Accounts.

 

Supply@ME Capital plc, the fintech business which provides an innovative
Platform for use by manufacturing and trading companies to access Inventory
Monetisation© solutions enabling their businesses to generate cashflow, is
pleased to announce a Capital Enhancement Plan.

The Capital Enhancement Plan principally comprises:

·    The entry into a binding agreement dated 27 April 2022 with Venus
Capital SA ("Venus Capital") to enable SYME, subject to customary conditions,
to draw down up to £7,500,000 in new equity capital (the "Capital Raise")
from the date of the Agreement to 31 July 2023 through the issue of new
ordinary shares in tranches.

Venus Capital is a Luxembourg investment company with a long-term strategy
focussed on investments in diversified sectors, including the fintech
industry.

It is the intention of the Company to enable its existing shareholders to
participate in an Open Offer in order to offer existing shareholders the
ability to acquire new ordinary shares and warrants at the same subscription
price as Venus Capital's Capital Raise mandatory tranches.

Further detail on the arrangements with Venus Capital are set out under "Key
Terms of the Funding Facility" below.

·    The entry by the Company and Mercator Capital Management Fund LP into
an amendment deed dated 26 April 2022 (the "Mercator Amendment") to the Loan
Note Instrument and Convertible Loan Note Instrument (together the
"Instruments") announced in the Company's RNS dated of 29 September 2021. The
Amendment is aimed at avoiding further conversions under the terms of the
Instruments and allows the Company:

o  to repay in cash the £678,333.34 of outstanding Convertible Loan Notes
issued by the Company on 4 March 2022, using the proceeds of the first tranche
of the Capital Raise;

o  to repay in cash to Mercator the balance of the outstanding Loan Note
Instrument, through an updated instalment plan, in accordance with the current
terms and conditions of the Instruments and the new conditions comprised in
the Mercator Amendment.

Pursuant to  the Mercator Amendment, Mercator has further agreed that the
Company is required to issue only one further tranche of warrants related to
20% of the most recent Loan Note Instrument monthly repayment of £678,333.34.

·    The application to access specialised SME loan facilities provided by
Italian commercial banks with the support of government guarantees to further
lower the cost of capital and enhance shareholder value. In connection with
this application, the Company established on 25 March 2022, Supply@ME
technologies S.r.l. (the "NewCoTech"). The purpose of NewCoTech is to hold the
Group's Intellectual Property rights relating to the Platform, together with
future developments in a dedicated entity.  This will highlight the value
generated by the Platform in terms of trademarks, technology and innovative
legal & accounting frameworks. It is also envisaged that NewCoTech will be
the direct counterparty of White-Label contracts and other potential strategic
partnerships which the Group is evaluating.

In March 2022, the Company appointed an independent adviser to prepare it for
its next phase of growth, which will focus upon the delivery of long-term
business objectives and its governance system requirements. Likewise, the
Capital Enhancement Plan forms part of the Group's new 2022 Strategic Plan
(the "2022 Strategic Plan") the Board will present to shareholders.

 

The Company will shortly announce details of a General Meeting of shareholders
to seek the necessary authorisations for the implementation of the Capital
Enhancement Plan.

 

Revised date for publication of the 2021 Annual Report and Accounts

 

In the Trading Update RNS of 31 December 2021, the Company announced that it
expected to publish its Annual Report and Accounts for the year ended 31
December 2021 by the end of April 2022.

 

Following consultation with its auditors, the Company now confirms that
publication of the Accounts will be slightly deferred to allow more time to
complete the audit process. It now expects to publish these Accounts no later
than 31 May 2022 utilising the FCA' two-month temporary relief from reporting
deadlines due to the impact of the Covid-19 pandemic. Such relief was updated
by the FCA on 23 March 2022.

 

 

SYME Chief Executive, Alessandro Zamboni said:

 

"The Capital Enhancement Plan will provide Supply@ME with both commercial and
financial support during the next phase of the Group's development. It's also
great to involve our existing private investors shareholding base in this new
journey. Accompanying the new 2022 Strategic Plan, the Board expects the
Capital Enhancement Plan will help to create value for all shareholders. I'm
excited to partner with Venus Capital and its powerful eco-system of long-term
investors. I would like to thank Mercator Capital Management Fund LP for the
flexible support they have provided to the Company in a period of global
economic uncertainty".

 

SYME Chief Financial Officer Amy Benning said: "As the business continues to
recover from the impacts caused by the Covid-19 pandemic, the implementation
of the Capital Enhancement Plan is an important step for Supply@Me's next
phase of development and growth."

 

Key terms of the Funding Facility:

SYME has agreed the following key terms with Venus Capital for the equity
funding facility:

·    Binding commitment to draw down up to £7.5m via multiple tranches
with a longstop date of 31 December 2023.

·    Mandatory draw-downs equal to £3.75m  in a number of tranches.

The first tranche comprises 2,770,000,000 ordinary shares (raising
£1,385,000). Application has been made to the Financial Conduct Authority and
to the London Stock Exchange for admission of such ordinary shares to be
admitted to the standard segment of the Official List and to trading on the
London Stock Exchange's main market for listed securities, respectively
("Admission"). It is expected that Admission will occur at 8.00 a.m. on or
around 28 April 2022.

·    Additional optional tranches equal to £3.75m can be drawn down at
the Company's election subject to certain conditions.

·    Subscription price for the mandatory tranches: fixed price of 0.05
pence (approx. 21.5% discount to the lowest market closing price of the last
52 weeks). Subscription price for the optional tranches: the lower of (a) 0.05
pence and (b) 85% of the lower of (i) the volume-weighted average price of the
ordinary shares over the 15 Business Days before the date one Business Day
before admission to trading of the shares comprised in the relevant optional
tranche; and (ii) the closing bid price of the ordinary shares on the second
Business Day immediately before the date of admission to trading of the
ordinary shares comprised in the relevant optional tranche.

·    Warrants issuance:

o  following the signing of the binding agreement, the Company will issue
3,250,000,000 warrants to Venus Capital.

Mandatory tranches

o  on the completion date of each mandatory tranche, the Company will issue
to Venus Capital 1 Warrant for every 2 Subscription Shares comprised in such
tranche;

o  the exercise price of the warrants is 0.065p with the warrants exercisable
at any time up to 31 December 2025.

Optional tranches

o  on the completion date of each optional tranche, the Company will issue to
Venus Capital 1 Warrant for every 5 Subscription Shares comprised in such
tranche;

o  the exercise price of the warrants is 0.065p with the warrants exercisable
at any time up to 31 December 2025.

·    In June 2022, the Company will launch an Open Offer reserved to
existing shareholders giving them the ability to participate on the same terms
as Venus Capital as to the subscription price and associated warrants related
to the mandatory tranches. Any Ordinary Shares not taken up by existing
shareholders through the Open Offer will be subscribed by Venus Capital in
July 2022, as part of its binding commitment to provide up to £7.5m.

·    Opportunity, at the discretion of the Company,

o  to draw down, commencing from June 2022, a bullet-loan of up to £1.95m
repayable in shares with a maturity date of 31 December 2025 at a 10% p.a. of
interest rate; the principal of the loan also includes also the financing of
the arrangement fees for the transaction equal to £450,000.

o  to accelerate receipt of the proceeds expected from the issuance of the
optional tranches by the end of December 2022, by publishing a prospectus. In
this case, the Company will accelerate the raising of the additional proceeds
relating to the optional tranches (up to the aggregate binding commitment of
£7.5m) and, with reference to the previous point, will also issue further
shares to repay the loan earlier, saving the related finance costs.

 

Notes

Supply@ME Capital PLC and its operating subsidiaries (together the "Group")
provide an innovative fintech platform (the "Platform") for use by
manufacturing and trading companies to access inventory trade solutions
enabling their businesses to generate cashflow, via a non-credit approach and
without incurring debt.  This is achieved by their existing eligible
inventory being added to the Platform and then monetised via purchase by third
party Inventory Funders.  The inventory to be monetised can include
warehouse goods waiting to be sold to end-customers or goods/commodities that
are part of a typical import/export transaction. SYME announced in August 2021
the launch of a global Inventory Monetisation programme which will be
focused on both inventory in transit monetisation and warehouse goods
monetisation. This program will be focused on creditworthy companies and not
those in distress or otherwise seeking to monetise illiquid inventories.

 

 

Contacts

Alessandro Zamboni, CEO, Supply@ME Capital plc, investors@supplymecapital.com

Paul Vann, Walbrook PR Limited, +44 (0)20 7933 8780; paul.vann@walbrookpr.com

Brian Norris, Cicero/AMO, +44 (0)20 7947 5317; brian.norris@cicero-group.com

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