TIDMSYME
RNS Number : 5814B
Supply @ME Capital PLC
03 October 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE
SUCH DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU, WHICH IS PART OF UNITED
KINGDOM DOMESTIC LAW PURSUANT TO THE MARKET ABUSE (AMMENT) (EU
EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF
THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR)
IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
This announcement is an advertisement for the purposes of the
Prospectus Regulation Rules of the FCA and is not a prospectus nor
an offer of securities for sale in any jurisdiction.
Neither this announcement, nor anything contained herein shall
form the basis of, or be relied upon in connection with, any offer
or commitment whatsoever in any jurisdiction. Investors should not
subscribe for or purchase any securities referred to in this
announcement except solely on the basis of the information
contained in the prospectus referred to in this announcement
(together with any supplementary prospectus, if relevant, the
"Prospectus"), including the risk factors set out therein,
published by Supply@ME Capital plc (the "Company" or "SYME").
Words and expressions defined in the Prospectus shall, unless
the context provides otherwise, have the same meanings in this
announcement.
An electronic copy of the Prospectus dated 3 October 2022 will
shortly be available for inspection on the Company's website at
https://www.supplymecapital.com/investor/ and will be submitted to
the National Storage Mechanism maintained by the FCA and will be
available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
3 October 2022
Supply@ME Capital plc
Publication of Prospectus
Admission of Admission Shares
Secondary Admission of Secondary Admission Shares
Further Admission of Further Admission Shares
Entry into Side Letter with Venus to raise Venus Amount
Entry into Addendum Deed with Mercator containing Mercator
Repayment Option
Total Voting Rights
SYME, the fintech business which provides an innovative fintech
platform ("Platform") for use by manufacturing and trading
companies to access Inventory Monetisation(c) solutions enabling
their businesses to generate cashflow, is pleased to announce
publication of the Prospectus prepared in relation to, inter
alia:
-- Admission of Admission Shares, comprising 3,048,986,302
Ordinary Shares issued to Venus on conversion of GBP1,500,000
Tranche B Venus CLNs plus accrued interest;
-- Secondary Admission of Secondary Admission Shares, comprising
all remaining 1,230,000,000 Venus Mandatory Subscription Shares,
all remaining 7,500,000,000 Venus Optional Subscription Shares and
848,498,083 Ordinary Shares issued to Venus on conversion of
GBP417,500 Tranche A Venus CLNs plus accrued interest;
-- the entry by the Company and Venus into the Side Letter,
pursuant to which the Company has contractually agreed to raise the
Venus Amount (GBP4,365,000 in aggregate), and be in receipt of
immediately available funds to exercise and settle the Mercator
Exercise Option on or before 17 October 2022;
-- the entry by the Company, Supply@ME Italy and Mercator into
the Addendum Deed, pursuant to which the Company has secured the
Mercator Repayment Option to pay, at its discretion at any time
prior to or on 17 October 2022, GBP3,536,553 in cash in immediately
available funds to Mercator in full and final settlement of all
outstanding amounts payable under the Mercator Loan Notes and the
Mercator CLNs (including incurred fees), and, if such amount is
paid by the Company, the Company will not be required to issue any
additional Mercator Conversion Shares; and
-- assuming the exercise by the Company of the Mercator
Repayment Option utilising the Venus Amount and following any
relevant conversion or exercise event(s) from time to time, Further
Admission of up to a maximum of 9,442,956,647 Further Admission
Shares, comprising up to 961,832,433 Mercator Warrant Shares, up to
8,175,000,000 Venus Warrant Shares and up to 306,124,214 Open Offer
Warrant Shares.
Alessandro Zamboni, CEO of SYME, said:
"The publication of the Prospectus is an important step in the
Capital Enhancement Plan, announced on 27 April 2022, which seeks
to settle the Company's existing debts and procure further
financing on terms more favourable to SYME and our
Shareholders.
"Under the Capital Enhancement Plan, the Company entered into
the Mercator Amendment and the Venus Subscription Agreement and
undertook the Open Offer in order to raise up to GBP7,500,000 in
new equity capital to enable the Company, at its election, to
settle the outstanding Mercator Loan Notes and Mercator CLNs in
cash rather than by the conversion of Mercator CLNs into Mercator
Conversion Shares.
"Pursuant to the Side Letter and the Addendum Deed, both
executed today, the Company has agreed with Venus and Mercator
(respectively) to, inter alia, accelerate Venus's subscription of
all remaining Venus Mandatory Subscription Shares and Venus
Optional Subscription Shares at Secondary Admission to raise gross
proceeds of GBP4,365,000 (i.e., the Venus Amount).
"It is the intention of the Company to exercise the Mercator
Repayment Option and to pay GBP3,536,553to Mercator in full and
final settlement of all outstanding amounts payable by the Company
to Mercator under the Mercator Loan Notes and Mercator CLNs
(including incurred fees) utilising the Venus Amount.
"Given the inherent protective optionality baked into the
Mercator Repayment Option, for good order, the Company has set out
in the Part IV of the Prospectus the estimated maximum numbers of
New Ordinary Shares which it would need to issue in the context of
Further Admission in the scenario where it does and does not
trigger the Mercator Repayment Option. Clearly, the Company's
stated intention is to exercise the Mercator Repayment Option after
Secondary Admission takes place and once it is in receipt of the
Venus Amount - investors are strongly encouraged to bear that in
mind.
"The Board firmly believes that following Admission, Secondary
Admission and the exercise of the Mercator Repayment Option
utilising the Venus Amount, the "cap table" of the Company will be
rationalised and, when taken with the first Inventory
Monetisation(c) transaction, the investment proposition of SYME is
significantly de-risked and its equity story is advanced. Moreover,
the Company does not expect to raise additional finance through the
issue of further new Ordinary Shares in the foreseeable future,
save, of course, to the extent any outstanding warrants are
exercised by existing holders."
The Company has made applications to the FCA and the London
Stock Exchange in connection with Admission, which is expected to
occur at 8.00 a.m. on 6 October 2022.
The Company hereby notifies the market, in accordance with the
FCA's Disclosure Guidance and Transparency Rule 5.6.1, that on
Admission, the Company's issued share capital will consist of
47,008,292,650 Ordinary Shares, each with one vote. The Company
does not hold any Ordinary Shares in treasury. On Admission, the
total number of voting rights in the Company will be 47,008,292,650
and this 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 Guidance and Transparency
Rules.
The Company will make applications to the FCA and the London
Stock Exchange in connection with Secondary Admission, which is
expected to occur on 11 October 2022.
Further Admission of any Further Admission Shares will become
effective, and unconditional dealings in such Further Admission
Shares will commence, on a date (or dates) to be determined
following the relevant conversion or exercise event(s) from time to
time.
The Company will notify the market of the total voting rights
denominator to be used by Shareholders following Secondary
Admission and Further Admission(s) in due course.
For the purposes of UK MAR, the person responsible for arranging
release of this announcement on behalf of SYME is Alessandro
Zamboni, CEO.
Enquiries
Investors & analysts:
Alessandro Zamboni, CEO, Supply@ME Capital plc,
investors@supplymecapital.com
Paul Vann, Walbrook PR Limited, +44 (0)20 7933 8780;
paul.vann@walbrookpr.com
Media:
Nicole Louis, MHP, Nicole.Louis@mhpc.com
Orrick, Herrington & Sutcliffe (UK) LLP is acting as legal
adviser to SYME.
Notes
SYME and its operating subsidiaries provide a 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.
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