TIDMSYME
RNS Number : 7121V
Supply@ME Capital PLC
05 December 2023
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 (AMENDMENT) (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.
5 December 2023
Supply@ME Capital plc
(the "Company", "Supply@ME" or "SYME" and, together with its
subsidiaries, the "Group")
Funding and Business update
SYME, the fintech business which provides an innovative fintech
platform (the "Platform") for use by manufacturing and trading
companies to access Inventory Monetisation(c) ("IM") solutions
enabling their businesses to generate cashflow, provides the
following funding and business update.
Summary
-- As at the date of this announcement, the Group received
GBP1,395,184 from The AvantGarde Group S.p.A. (an entity ultimately
beneficially wholly-owned and controlled by Alessandro Zamboni,
Chief Executive Officer of the Company) ("TAG") as a result of the
contractual payments under the Debt Novation Deed, the TAG
Unsecured Working Capital Loan Agreement and the Top-Up Shareholder
Loan Agreement. An additional amount of GBP1,505,646 currently
remains outstanding and, accordingly, has not been received by the
Company.
-- The Group has made significant progress in the formalisation
of the first White-Label IM agreement (which remains subject to
contract) with a leading Italian banking group to execute an
initial IM transaction with an inventory value to be monetised of
up to EUR10m. The Group expects to be able to provide a further
update on this agreement imminently. Additionally, the Group is
actively working to finalise the structuring of a security token
framework with the CH Trading Hub [1] which will allow a first
security token issuance up to US$100m to be subscribed in tranches,
mostly by institutional investors active in the digital asset
markets.
Further details of each of these are set out below.
Funding update
Debt Novation Deed
On 30 June 2023, the Company stated, as part of the
restructuring of TradeFlow Capital Management Pte. Limited
("TradeFlow"), that it had entered into an English law governed
debt novation deed between the Company, the buyers of the 81%
majority stake in TradeFlow (the "Buyers" ) and TAG on 30 June 2023
(the "Debt Novation Deed"). The Debt Novation Deed created the
obligation for TAG to settle the GBP2,000,000 cash payment that was
due from the Buyers to the Company, as a result of the sale of the
81% majority stake in TradeFlow, in three tranches:
-- GBP500,000 which was due on 30 June 2023. As at the date of
this announcement, this instalment has been received in full;
-- GBP1,000,000 which was originally due on 30 September 2023.
The due date for this instalment was extended to 31 October 2023
under the English law governed side letter agreement (the "Side
Letter Agreement"), cast as a deed on 28 September 2023. Details of
the Side Letter Agreement can be found in the announcement made by
the Company dated 29 September 2023. As at the date of this
announcement, GBP354,816 of this tranche is currently outstanding
and has not been received. The payment of the GBP645,184 has been
received through a split of GBP288,426 in cash, GBP325,674 by way
of formal debt novation agreements with specific suppliers whereby
the debt held by the Group was novated to TAG with no recourse by
to the Group, and GBP31,084 by way of offset against amounts owed
by the Group to TAG. The Company is now charging a late fee to TAG
calculated at a compounding rate of 15% per annum on any amounts of
this instalment not transferred to the Company by the 31 October
2023, in accordance with the Side Letter Agreement; and
-- GBP500,000 which is due by 31 January 2024.
TAG Unsecured Working Capital Loan Agreement
On 30 June 2023, the Company stated, as part of the
restructuring of TradeFlow, that it had amended the current
obligations of TAG under the English law governed fixed term
unsecured working capital loan agreement that was entered into by
the Company and TAG on 28 April 2023 (the "TAG Unsecured Working
Capital Loan Agreement"). Following the amendment to the TAG
Unsecured Working Capital Loan Agreement, the full amount available
to be drawn down by the Company from TAG was GBP800,000 and this
draw down was notified to TAG by the Company on 30 June 2023. As at
the date of this announcement, GBP250,000 of this draw down has
been received by the Company in cash and, GBP550,000 currently
remains outstanding and has not been received.
Top-Up Shareholder Loan Agreement
On 29 September 2023, the Company stated, as part of the interim
results announcement, that it entered into an English Law governed
top-up unsecured shareholder loan agreement with TAG (the "Top-Up
Shareholder Loan Agreement"), pursuant to which TAG agreed to
provide the Company with a shareholder loan facility of up to
GBP3,500,000 to cover the Company's working capital and growth
needs up to 30 June 2025 (the "Top-Up Facility"). The details of
the Top-Up Shareholder Loan Agreement can be found in the Company's
announcement dated 29 September 2023.
To date, the Company has issued draw down notices to TAG for a
total amount of GBP600,830 under the Top-Up Shareholder Loan
Agreement, for which the funds were due to be received from TAG by
24 November 2023. As at the date of this announcement, the full
amount of this draw down is currently outstanding and has not been
received by the Company. Under the Top-Up Shareholder Loan
Agreement, the Company is now charging a late fee to TAG calculated
at a compounding rate of 15% per annum on any amounts not
transferred to the Company by the due date set out in the Top-Up
Shareholder Loan Agreement.
Business update
The board of directors (the "Board") confirms that the Group is
continuing to work towards completion of the key business
milestones that were detailed in the interim results announcement
made on 29 September 2023, in particular:
-- the formalisation of the first IM deal with a leading Italian
banking group (the "WL Inventory Funder") to execute an initial IM
transaction with an inventory value to be monetised of up to
EUR10m, which involves an existing client of the WL Inventory
Funder. This White-Label IM agreement (which remains subject to
contract) is expected to allow the Group to scale its revenue in
Italy, leveraging the balance sheet and the client base of the WL
Inventory Funder in specific supply chains. The Group expects to be
able to provide a further update on this agreement imminently;
and
-- the structuring of a security token framework with the CH
Trading Hub which will allow a first security token issuance up to
US$100m to be subscribed in tranches, mostly by institutional
investors active in the digital asset markets. The security token
is expected to be issued by a vehicle sponsored by Société
Financière Européenne S.A. ("SFE") and be tradeable on authorised
digital asset exchanges.
As a result of the funding and business updates detailed above,
the Board are continually reviewing the cashflow position of the
Group, on a prudent basis, and are currently exploring alternative
options of funding in order to mitigate the risk resulting from the
delays in the receipt of the various commitments from TAG as
detailed above. Some of those options may potentially be cheaper
than the current loan facilities provided by TAG (being the TAG
Unsecured Working Capital Loan Agreement and the Top-Up Shareholder
Loan Agreement).
For the purposes of UK MAR, the person responsible for arranging
release of this announcement on behalf of SYME is Alessandro
Zamboni, CEO.
Contact information
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.
[1] Supply@ME has been collaborating with a group of private
investors and subject matter experts of working capital solutions
to launch an independent Swiss-based trading business (the "CH
Trading Hub") to replace the Cayman-based global inventory fund
("GIF"), previously advised by TradeFlow Capital Management Pte.
Ltd., in which the Company owns a minority interest. The CH Trading
Hub, owned by Société Financière Européenne S.A. ("SFE"), is also
expected to assume control of the independent Stock Companies from
the GIF once this restructuring is completed, to manage the overall
trading businesses using the Platform and the associated services
provided by the Group.
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