REG - Supply@ME Capital - Director/PDMR Shareholding

Supply@Me CapitalAnnouncement

04/04/2024 07:00

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RNS Number : 1935J  Supply@ME Capital PLC  04 April 2024

4 April 2024

 
 

Supply@ME Capital plc

(The "Company" or "SYME")

Holdings in Company

Notification of Transaction of a Person Closely Associated

SYME, the fintech business which provides an innovative fintech platform (the
"Platform") for use by manufacturing and trading companies to access Inventory
Monetisation© ("IM") solutions enabling their businesses to generate
cashflow, provides the following updates as to its shareholdings following its
announcement on 27 March 2024 relating to the repayment of TAG Unsecured
Working Capital Loan, issue of equity and total voting rights, together with
the notification of a transaction of a Person Closely Associated.

Notification of Transaction of a Person Closely Associated

In connection with the above referenced announcement, the Company was notified
on 4 April 2024 that the AvantGarde Group S.p.A ("TAG"), a Person Closely
Associated ("PCA") with Alessandro Zamboni, a Person Discharging Managerial
Responsibilities ("PDMR") of SYME received a total of 1,500,000,000 new
ordinary shares of nominal value £0.00002 each in the capital of the Company
("Ordinary Shares") in exchange for repayment of the £800,000 unsecured
working capital loan that TAG had provided to SYME. This resulted in a fixed
subscription price of 0.053pence per Ordinary Share received by TAG. Details
of this notification are below in accordance with UK MAR.

TAG is an entity ultimately beneficially wholly owned and controlled by
Alessandro Zamboni, Chief Executive Officer of the Company.

 1    Details of the Person Closely Associated (PCA)
 a)   Name                                                         The AvantGarde Group S.p.A.
 2    Reason for the notification
 a)   Position/status                                              PCA to Alessandro Zamboni, Chief Executive Officer of Supply@ME Capital plc
                                                                   and a PDMR
 b)   Initial notification/Amendment                               Initial notification
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                         Supply@ME Capital plc
 b)   LEI                                                          213800ZY2C2TI2C5WQ61
 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 £0.00002 each in the capital of Supply@ME

                                                            Capital plc
      Identification code

                                                                   ISIN: GB00BFMDJC60
 b)   Nature of transaction:                                       Acquisition of shares.
 c)   Price(s) and volume(s)                                       Price(s)                                Volume(s)
      0.053 pence                                                                                          1,500,000,000
      Aggregated information

      -  Aggregated volume                                         1,500,000,000

      -  Price                                                     0.053 pence
 e)   Date of the transaction                                      28 March 2024
 f)   Place of the transaction                                     Outside of trading venue

 

Holdings in Company

TR-1: Standard form for notification of major holdings

1. Issuer Details

ISIN

GB00BFMDJC60

Issuer Name

SUPPLY@ME CAPITAL PLC

UK or Non-UK Issuer

UK

2. Reason for Notification

An acquisition or disposal of voting rights

3. Details of person subject to the notification obligation

Name

the AvantGarde Group S.p.A.

City of registered office (if applicable)

Milano

Country of registered office (if applicable)

Italia

4. Details of the shareholder

Full name of shareholder(s) if different from the person(s) subject to the
notification obligation, above

 

City of registered office (if applicable)

 

Country of registered office (if applicable)

 

5. Date on which the threshold was crossed or reached

28-Mar-2024

6. Date on which Issuer notified

4-April-2024

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 8.B 1 + 8.B 2)  Total of both in % (8.A + 8.B)  Total number of voting rights held in issuer
 Resulting situation on the date on which threshold was crossed or reached  25.814579                                             0.000000                                                                   25.814579                       16194038529
 Position of previous notification (if applicable)                          24.026684                                             0.000000                                                                   24.026684                       14694038529

8. Notified details of the resulting situation on the date on which the
threshold was crossed or reached

8A. Voting rights attached to shares

 Class/Type of shares ISIN code(if possible)  Number of direct voting rights (DTR5.1)  Number of indirect voting rights (DTR5.2.1)  % of direct voting rights (DTR5.1)  % of indirect voting rights (DTR5.2.1)
 GB00BFMDJC60                                 16194038529                                                                           25.814579
 Sub Total 8.A                                16194038529                                                                           25.814579%

8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))

 Type of financial instrument  Expiration date  Exercise/conversion period  Number of voting rights that may be acquired if the instrument is  % of voting rights
                                                                            exercised/converted

 Sub Total 8.B1

8B2. Financial Instruments with similar economic effect according to
(DTR5.3.1R.(1) (b))

 Type of financial instrument  Expiration date  Exercise/conversion period  Physical or cash settlement  Number of voting rights  % of voting rights

 Sub Total 8.B2

9. Information in relation to the person subject to the notification
obligation

2. Full chain of controlled undertakings through which the voting rights
and/or the financial instruments are effectively held starting with the
ultimate controlling natural person or legal entities (please add additional
rows as necessary)

 Ultimate controlling person  Name of controlled undertaking  % 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
 Alessandro Zamboni                                           25.814579                                                                                                                                               25.814579%
 the AvantGarde Group S.p.A.                                  25.814579                                                                                                                                               25.814579%
 1AF2 Ltd                                                     13.344474                                                                                                                                               13.344474%

10. In case of proxy voting

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

This notification has been made following the announcement made by Supply@ME
(the "Company") on 27 March 2024, where the Company and the AvantGarde Group
S.p.A. ("TAG") entered into an English law governed deed of amendment (the
"Second Deed of Amendment to the TAG Working Capital Loan Agreement"), which
amended and restated the repayment method set out in the TAG Unsecured Working
Capital Loan Agreement originally signed on 28 April 2023 and subsequently
amended by a first deed of amendment on 30 June 2023. The Second Deed of
Amendment to the TAG Working Capital Loan Agreement stipulated that the
£800,000 amount drawn down by the Company under the TAG Unsecured Working
Capital Loan Agreement is to be repaid through the issue of 1,500,000,000 new
ordinary shares of nominal value £0.00002 each in the capital of the Company
("Ordinary Shares") to TAG, resulting in a fixed subscription price per share
of 0.053pence per share.

Reference has been made to the total voting rights indicated in the above
announcement, at which point the total voting rights denominator increased to
62,732,142,145.

(*) The percentage stated does not include the securities transferred (equal
to 5,893,824,429 ordinary shares in the capital of Supply@ME Capital plc) in
accordance with the three stock-lending transactions announced by 1AF2 S.r.l.
on 29 July 2020, recently updated by The AvantGarde Group S.p.A. and,
accordingly, disclosed by way of RNS announcement by Supply@Me Capital plc on
22 March 2024.

(**) 1AF2 Ltd is fully owned by The AvantGarde Group S.p.A.. On 21 July 2021,
1AF2 Ltd issued a secured bond which envisaged the creation of a charge
containing fixed charge(s), floating charge(s) and negative pledge over 1AF2
Ltd (charge code: 1338 2084 0001). As indicated above, the assets of 1AF2 Ltd
currently includes 8,371,274,298 ordinary shares in the capital of Supply@ME
Capital plc. Alessandro Zamboni is the ultimate controlling natural person of
The AvantGarde Group S.p.A. and 1AF2 Ltd.

12. Date of Completion

4 April 2024

13. Place Of Completion

London

 

Contacts

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

Notes

SYME and its operating subsidiaries provide its 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
warehoused goods waiting to be sold to end-customers or goods that are part of
a typical import/export transaction.

 

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