TIDMSYME
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 AMED. 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(c) 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 GBP7,500,000 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 GBP678,333.34 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 GBP678,333.34.
-- 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, th e 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 GBP 7.5m via multiple
tranches with a longstop date of 31 December 2023.
-- Mandatory draw-downs equal to GBP3. 75m in a number of tranches.
The first tranche comprises 2,770,000,000 ordinary shares
(raising GBP1,385,000). 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 GBP3. 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 GBP 7.5m.
-- Opportunity, at the discretion of the Company,
o to draw down, commencing from June 2022, a bullet-loan of up
to GBP1.95m 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 GBP450,000.
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 GBP7.5m) 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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END
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