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.
10 February 2025
Supply@ME
Capital plc
(the "Company", "Supply@ME" or "SYME"
and, together with its subsidiaries, the "Group")
Funding
update
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 update regarding its current funding position, in
particular with reference to the on-going financing by The
AvantGarde Group S.p.A. (an entity ultimately beneficially
wholly-owned and controlled by Alessandro Zamboni, Chief Executive
Officer of the Company) ("TAG").
Background
As part of the interim unaudited
condensed consolidated financial statements for the six month
period ended 30 June 2024, which were released on 30 September 2024
(the "H1 2024 Interim Financial
Statements"), the board of directors of SYME (the
"Board") considered it
appropriate to prepare the interim financial statements on a going
concern basis, taking into account material uncertainties which may
cast significant doubt upon the Company's ability to continue as a
going concern. Details of these material uncertainties can be found
in note 4 of the H1 2024 Interim Financial Statements.
The going concern statement included
in the H1 2024 Interim Financial Statements also stated that the
Board believed that the continued delivery of funds from TAG
demonstrated the on-going commitment by TAG to support the Group,
and the ability to provide the funds due under its contractual
commitments with the Company, albeit on a delayed payment schedule.
It further stated that the Board was continuing to closely monitor
the payments received from TAG, and the representations made to the
Directors by TAG, via Alessandro Zamboni.
These representations include
information as to the expected timing of the future receipt of
amounts due to the Group from TAG under the contractual funding
commitments currently in place, and the up-to-date actions that TAG
is putting in place to allow it to demonstrate its on-going
commitment and ability to support the Company and to provide the
contractual payments.
Update on the on-going funding facilities with
TAG
Amounts outstanding from
TAG
Details of the amounts still
outstanding to the Company from TAG are set out below.
- On 29
September 2023, the Company entered into a top-up unsecured
shareholder loan agreement with TAG, which was subsequently amended
on 30 September 2024 (the "Top-Up
Shareholder Loan Agreement"). Pursuant to this agreement TAG
agreed to provide the Company with a shareholder loan facility of
up to £3,500,000 to cover the Company's working capital and growth
needs up to 31 December 2025.
- To
date, the Company has issued draw down notices to TAG for a total
amount of £2,041,630 under the Top-Up Shareholder Loan Agreement.
As at the date of this announcement, no payments have been received
from TAG in respect of the amounts drawn down under the Top-Up
Shareholder Loan Agreement and the full amount of £2,041,630
remains due from TAG to the Company.
Amounts received from TAG during
2023 and 2024
In addition to the outstanding
payments from TAG under the Top-Up Shareholder Loan Agreement
referred to above, during 2023 and 2024, TAG did perform against
the two other contractual funding commitments with the Group,
albeit on a delayed basis.
Over 2023 and 2024, a total of
£2,800,000 was received by the Group from TAG in respect of the
following:
-
The £800,000 that was due to the Company from TAG
in respect of the unsecured working capital facility that was
initially agreed on 28 April 2023 and subsequently amended on 30
June 2023. £250,000 of this amount was received in cash during 2023
and the remaining £550,000 was received in cash during 2024. This
facility was repaid by the Company in March 2024, through the issue
of 1,500,000,000 new ordinary shares in the Company which were
issued to TAG in exchange for the repayment of the principal amount
due; and
-
The £2,000,000 that was due to the Company in
respect of the receivable that was assumed by TAG as a result of
the sale of 81% of TradeFlow Capital Management Pte. Ltd completed
on 30 June 2023. Of this amount, £1,228,000 was repaid during 2023
and £772,000 was repaid during 2024. Of the total £2,000,000
received, £1,341,000 was paid in cash, £238,000 was received by way
of offset against amounts owed by the Group to TAG and the
remaining £421,000 that was repaid by way of formal debt novation
agreements with specific suppliers whereby the debt held by the
Group companies was novated to TAG with no recourse to the Group
companies.
Late payment interest
It should be noted that late payment
interest has been charged in respect of the late / outstanding
payments from TAG. Over 2023 and 2024, a total of £334,000 late
payment interest was charged, of which £277,000 remained
outstanding at 31 December 2024.
On-going monitoring of the Company's funding situation by the
Board
As required under the listing
principles, the Board believes it has taken all reasonable steps to
establish and maintain adequate procedures, systems and controls to
enable it to comply with its obligations. As such, the Board has
continued to closely monitor the payments received from TAG and the
on-going representations made to the Directors by TAG, via
Alessandro Zamboni. These on-going representations have included
up-to-date information as to the expected timing of the continued
future receipts of the amounts due to the Company from TAG under
the contractual funding commitments currently in place, and the
up-to-date actions that TAG is putting in place to allow it to
demonstrate their on-going commitment and ability to support the
Company and to provide the contractual payments.
The Board has also been monitoring
any information available as to the financial position of TAG.
Details of the recent information the Company has received from TAG
in respect of its current financial position are set out
below:
- The
TAG financial statements for the year ended 31 December 2023 were
prepared on a going concern basis by TAG, however due to specific
current circumstances, the auditors of TAG did not agree with this
assessment. These specific circumstances include certain material
creditor positions relating to TAG's historical strategic
transactions, including the settlement of the 1AF2 Ltd secured bond
(the "1AF2 Bond") issued on
21 July 2021. The 1AF2 bond had a principal amount of €73.05
million and a security package which envisaged the creation of a
charge containing fixed charge(s), floating charge(s) and negative
pledge over 1AF2 Ltd and a TAG corporate guarantee up to €61
million. 1AF2 Ltd is fully owned by TAG. On 6 December 2024, an
amount equal to €40 million of the 1AF2 Bond, originally held by
Eight Capital Partners plc, has been sold to SFE Equity Investment
S.A.R.L. ("SFE EI"). SFE EI
a related party of TAG through TAG's non-controlling ownership
interest in the parent company of SFE EI. While TAG is making
progress, the settlement of the full amount of 1AF2 Bond remains
outstanding.
- As a
result of the circumstances described above, TAG has elected to
apply for a restructuring procedure as is allowable under the
Italian company law. Such procedure requires TAG to engage with its
creditors in order to propose and agree the restructuring of its
debts with the assistance of external advisors and, where
applicable, the Italian courts. The aim of this procedure is to
give TAG an opportunity to restructure its liabilities and continue
operating, thus avoiding insolvent liquidation.
While the procedure outlined above
is in effect, TAG's operations in the ordinary course of business
remain under the control of its sole director. TAG has represented
to the Company that this includes the Top-Up Shareholder Loan
Agreement set out above, together with any late payment interest
due. TAG has advised that it is scheduled to meet with the external
advisors and the court to confirm that the outstanding contractual
funding commitments it has with SYME can still be fulfilled outside
of the debt restructuring process.
Considering the above
representations from TAG, the Board continues to believe the
Company can be managed in a way to allow it to meet its on-going
commitments and obligations. This said, given the cash flow pressure the Group is currently
experiencing, the Board is actively exploring alternative funding
options and will update the market in this respect at the earliest
opportunity.
For the purposes of UK MAR, the
person responsible for arranging release of this announcement on
behalf of SYME is Alessandro Zamboni,
CEO.
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.
Contacts
Albert Ganyushin,
Chairman, Supply@ME Capital plc,
investors@supplymecapital.com
