Placing, Loan Conversion, Warrants, Board Changes
No summary for this filing – the full text is below.
Select text to share a quote on X · sign in to keep highlights & notes in your CTAI notes
Catenai PLC (AIM: CTAI), the AIM quoted provider of digital media and technology, announces that the Company has issued 265,533,330 new ordinary shares at a price of 0.3 pence per share ("Placing") of which 153,333,333 will be issued and allotted under existing authorities ("First Tranche"), with the balance of 112,199,997 new ordinary shares being issued and allotted conditional on approval of additional shareholder authorities, which will be sought at a General Meeting of the Company ("Second Tranche"). The General Meeting is expected to occur in early April 2024, a further announcement convening a General Meeting will be made shortly.
The First Tranche will be satisfied through gross proceeds of £460,000.
The Second Tranche will be satisfied through:-
| Gross proceeds | £260,000 |
| Fee shares to settle liabilities | £56,600 |
| Accrued director fees settled in shares | £20,000 |
The gross proceeds of the Placing will be used for general working capital purposes.
The issue price of the Placing Shares represents a discount of 40% to the closing price per ordinary share as at the close of business on 11 March 2024.
Conversion of Loan Facility
Further to the announcement on 17 January 2024, the holder of the convertible loan note ("Loan Note") Sanderson Capital Limited ("Sanderson") has elected to convert £151,000 of the Loan Notes and £65,100 of Loan Note fees into new ordinary shares in the Company at a conversion price of 0.3 pence per share. Accordingly, 72,033,333 new ordinary shares will be issued to Sanderson ("Loan Note Shares").
Issue of Warrants
Sanderson will be issued a warrant over 25,166,666 new ordinary shares in the Company. The warrants will be exercisable for a period of 36 months from the date of Admission with an exercise price of 0.3 pence per new ordinary share ("Warrants").
Directors' Interests Following Placing
As part of the Placing, accrued director fees of £20,000 will be settled through the issue of 6,666,666 new ordinary shares at a price of 0.3 pence per share as detailed in the table below:
| Director | Current Shares | Shares issued pursuant to the Placing (Second Tranche) | Resultant shareholding following Admission 1 | Resultant percentage shareholding following Admission 1 |
|---|---|---|---|---|
| John Farthing | 620,837 | 1,666,666 | 2,287,503 | 0.58% |
| Brian Thompson* | 6,263,759 | 5,000,000 | 11,263,759 | 2.85% |
*1,666,666 new ordinary shares of Brian Thompson's new ordinary shares are being issued to Brian Thompson's spouse, in lieu of salary as a director of the Company's historical subsidiary Hyperneph Software Limited
1 Assumes admission of the Second Tranche ordinary shares is approved by shareholders at the General Meeting and admission occurs
Board Changes
Guy Meyer, CEO has informed the Company that he intends to step down as a director of Company, Guy has agreed to remain as a director until another director is appointed.
Subject to normal regulatory due diligence the Company intends to appoint Sarfraz Munshi as a Non-executive Director. A further announcement will be made in due course.
Brian Thompson, Chairman said "The Board thanks Guy for his service to the Company over many years and wishes him all the very best with his future endeavours. The Board is also pleased that Safraz has agreed to join the Company and looks forward to the Company's next strategic growth phase."
Admission and Total Voting Rights
Application has been made to the London Stock Exchange to admit the First Tranche shares and the Loan Note Shares, being in aggregate 225,366,666 new ordinary shares ("New Ordinary Shares") to trading on AIM. Admission of the New Ordinary Shares is expected to occur on or around 8:00 a.m. on 27 March 2024 ("Admission")
A further application will be made for the Second Tranche shares to be admitted to trading on AIM following the General Meeting that is expected to occur in April 2024.
For the purpose of the Disclosure and Transparency Rules, following the issue of the New Ordinary Shares the enlarged issued share capital of the Company will comprise 282,374,451 ordinary shares of 0.2p each. The 282,374,451 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 Disclosure and Transparency Rules.
The person who arranged for release of this announcement on behalf of the Company was John Farthing, Chief Financial Officer of the Company and the Directors of the Company are responsible for the release of this announcement.
Caution regarding forward looking statements
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.