TIDMSYME
RNS Number : 8483S
Supply @ME Capital PLC
18 July 2022
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.
Supply@ME Capital plc
(The "Company" or "SYME")
Share issuance and Total Voting Rights
Third tranche of new ordinary shares issued under equity funding
facility with Venus Capital SA; new ordinary shares issued to
TradeFlow directors; and to correct previous rounding issue
Capital Enhancement Plan deployment
SYME, 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, today announces that it is to issue the third mandatory
tranche ("Third Tranche") of new ordinary shares in the Company to
Venus Capital SA ("Venus Capital"), under the key terms of the
equity funding facility announced on 27 April 2022. The equity
funding facility with Venus Capital forms an integral part of the
Company's Capital Enhancement Plan, also announced on 27 April
2022.
The Third Tranche, comprising 1,350,000,000 new ordinary shares,
will be issued at a price of 0.05 pence per share, raising gross
proceeds for the Company of GBP675,000.
The Company will additionally issue to Venus Capital 1 warrant
for every 2 ordinary shares comprised in the Third Tranche. As
such, following the resolutions passed at the Company's Annual
General Meeting held on 30 June 2022, the Company will issue a
total of 5,585,000,000 warrants to Venus Capital in connection with
the signing of the binding agreement and the issue of the first
three tranches of new ordinary shares. The issue of warrants is in
line with the key terms of the equity funding facility announced on
27 April 2022. The exercise price of the warrants referred to above
is 0.065p with the warrants exercisable at any time up to 31
December 2025.
Additionally, with respect to the GBP1.95m bullet loan announced
on 27 April 2022, the Company:
-- has exercised its discretion to draw down GBP100,000 of Loan
Notes in order to support its working capital needs. In this
regard, the Company will continue to assess its working capital
needs and may, at its own discretionary, draw down further amounts
in the future;
-- will issue GBP308,500 of Loan Notes in order to settle the
over-all fees due to Venus Capital regarding the arrangement of the
Capital Enhancement Plan and the three mandatory tranches of equity
issues to date.
These Loan Notes are convertible into new ordinary shares with a
maturity date of 31 December 2025 at a 10% p.a. interest rate.
TradeFlow acquisition related earn-out payments
The Company will issue 106,762,760 new ordinary shares to each
of Tom James, Chief Executive Officer and Chief Investment Officer
of TradeFlow Capital Management ("TradeFlow"), and John Collis,
Chief Risk Officer and Head of Compliance at TradeFlow, who are
both executive directors of SYME, in relation to settlement of
post-acquisition earn out payments for the financial year ended 31
December 2021. The combined number of 213,525,520 new ordinary
shares was determined by reference to a pre-determined revenue
milestone, of which 80% was achieved by TradeFlow during 2021. As
detailed in the Company's Annual Report and Accounts for the year
ended 31 December 2021, there is an option for the Company to
settle the post-acquisition earn out payments in either cash or
shares and in this instance the option to settle through the issue
of new ordinary shares has been chosen.
Correction of discrepancy concerning number of new ordinary
shares in issue
The Company identified that a discrepancy of two ordinary share
had occurred between the number reported on its share register and
the number of shares in issue recorded at Companies House. This
discrepancy was caused due to rounding issues and resulted in two
ordinary shares being omitted from previous applications for
listing. The Company is seeking to correct this discrepancy through
the issue of an additional two new ordinary shares as part of the
current share issue.
Total voting rights
Applications has been made to the Financial Conduct Authority
(the "FCA") and to the London Stock Exchange plc (the "London Stock
Exchange") for admission of ordinary shares comprising the Third
Tranche, the TradeFlow new ordinary shares and the two new ordinary
shares 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 19 July 2022.
The Company hereby notifies the market, in accordance with the
FCA's Disclosure Guidance and Transparency Rule 5.6.1, that
following the issue of the Third Tranche of new ordinary shares to
Venus Capital, the issue of new ordinary shares to TradeFlow
directors and to correct the previous discrepancy in the number of
shares, the Company's issued share capital will consist of
42,352,865,472 ordinary shares of GBP0.00002 per share ("ordinary
shares"), each with one vote. There are no shares held in Treasury.
Therefore, the total number of voting rights in the Company is
42,352,865,472 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.
For the purposes of UK MAR, the person responsible for arranging
release of this Announcement on behalf of SYME is Alessandro
Zamboni, CEO.
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
Chanice Smith, Cicero/AMO, +44 (0)20 7947 5317;
chanice.smith@cicero-group.com
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.
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END
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