Further re: Convertible Loan & Notice of AGM

Catenae Innovation PLC

17 January 2024

 

Catenae Innovation PLC

("Catenae", the "Company" or the "Group")

Further re: Convertible Loan

Notice of Annual General Meeting

Proposed Change of Name

Proposed Share Capital Reorganisation

Catenae Innovation PLC (AIM: CTEA), the AIM quoted provider of digital media and technology, announces an update on its convertible loan funding and posting of a circular to shareholders convening an annual general meeting providing details, inter alia, of a proposed change of name to Catenai plc, proposed capital organisation and increase of authorisation to issue shares on a non pre-emptive basis, which will require the approval of shareholders.

Convertible Loan Update

Further to the announcement on 30 September 2022, the Company has renewed its £250,000 convertible loan note facility ("Convertible Loan" or "Facility") with Sanderson Capital Partners Limited ("Sanderson Capital") for a further 12 months (to January 2025). To date, the Company has drawn down £131,000 of the Facility, being £81,000 under the previous Facility and £50,000 under the renewed Facility.

Pursuant to the Facility, the Company will issue Sanderson Capital £50,000 worth of new ordinary shares in the Company at a price of the lower of the closing middle price on the 15 January 2024 or the price of the next fundraise ("Facility Price").

The drawdown of £81,000 under the previous agreement is carried forward and the Company will pay 10% of this amount in new ordinary shares at the Facility Price as a drawdown fee.

Sanderson Capital will also receive warrants equalling one-half option on the total amount to be drawn down on the Facility (i.e £125,000 worth of warrants). The warrants will be exercisable for 36 months from the date of issue with an exercise price equal to the Facility Price ("Warrants").

The Company has the right to buy-back any outstanding drawdown amount at any time ("Buy-Back Right") with a 5% penalty fee. Should the Company exercise its Buy-Back Right, it will pay Sanderson Capital 105% of the amount it is buying back and Sanderson Capital will then have the option to convert up to 60% of the drawdown amount the Company is buying back into shares in the Company at a conversion price of the lower of the closing middle price on 15 January 2024⁴, 90% of the 5-day volume weighted average price prior to conversion or the price of the next fundraise.

The share and warrant issuances to Sanderson Capital detailed above are subject to the Board receiving shareholder approval at the Company's forthcoming Annual General Meeting and will be issued to Sanderson Capital such that Sanderson Capital do not hold more than 29.9% of the Company's issued share capital.

Notice of Annual General Meeting

The Company also announces that its Annual General Meeting ("AGM") will be held on 9 February 2024 at 12pm at the offices of RWK Goodman LLP at 69 Carter Lane, London, EC4V 5EQ. The Company has posted a circular (the "Circular") and a notice convening the AGM.

The Circular includes, inter alia, details of both a proposed name change to Catenai plc and a proposed share capital reorganisation ("Share Capital Reorganisation"). A form of proxy will accompany the Circular.

A copy of the Circular will shortly be available to download from the Company's website at:

https://www.catenaeinnovation.com/investors/financial-reports

The text from the Chairman's letter as well as the definitions are set out in Appendix I.

Electronic Communication Consent Request Letter

Going forward the Company intends to supply all notices, documents and information ("Documents and Information") to shareholders via electronic means, including a designated shareholder portal operated by its Registrar (through which shareholders' will also be able to vote at general meetings). The Directors believe that increased use of electronic communications will deliver significant savings to the Company in terms of administration, printing and postage costs, as well as speeding up the provision of information to shareholders. The reduced use of paper will also have environmental benefits. To allow the Company to supply Documents and Information to shareholders via electronic means, the Company has sent to all shareholders a letter requesting consent to electronic communication. A copy of the letter will be available on the Company's website shortly.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Latest time and date for receipt of the Forms of Proxy	2024 12:00pm on 7 February
Annual General Meeting	12:00pm on 9 February
Latest date for dealings in Existing Ordinary  Shares	9 February
Record Date	7pm on 6 February
Admission effective and commencement of dealings in the New Ordinary Shares	12 February
CREST accounts credited with the New Ordinary Shares in uncertificated form	12 February
Despatch of definitive certificates for New Ordinary Shares (in certificated form)	14 February

Notes:

(1) References to times in the above are to London time (unless otherwise stated).

(2) The dates set out in the timetable above may be subject to change.

(3) If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement to a regulatory information service.

STATISTICS**

Conversion ratio of Existing Ordinary Shares to Consolidated Shares	Five Existing Ordinary Shares : one Consolidated Share
Number of Existing Ordinary Shares in issue at the date of this Document	285,038,925*
Total expected number of New Ordinary Shares in issue following the Capital Reorganisation	57,007,785
Total expected number of New Deferred Shares in issue following the Capital Reorganisation	57,007,785

*Based on the register of members of the Company as at close of business on 16 January 2024. 

**In addition, there are 83,333,332 ordinary shares of 0.1p each held in the Company's share reserve as disclosed in the Company's annual accounts for the period ended 31 December 2022. 

The Company will be applying for a new ISIN and SEDOL codes, which will be notified by way of a regulatory news announcement.

The Company continues to carefully manage its working capital position.

This announcement contains inside information for the purposes of the UK Market Abuse Regulation. The person who arranged for release of this announcement on behalf of the Company was Guy Meyer, Chief Executive Officer of the Company and the Directors of the Company are responsible for the release of this announcement.

For further information please contact:

Catenae Innovation PLC	[phone]
Guy Meyer, Chief Executive Officer
Cairn Financial Advisers LLP (Nominated Adviser)	[phone]
Liam Murray / Jo Turner
Shard Capital Partners LLP (Broker)	[phone]
Damon Heath

Notes to Editors:

About Catenae Innovation PLC

Catenae Innovation is an AIM quoted provider of digital media and technology services. The Company specialises in Distributed Ledger Technology solutions that solve commercial challenges and create opportunities for its clients. The Company has an experienced IT team of project managers and integrators who have deployed systems across corporate, government and educational sectors.

www.catenaeinnovation.com

Appendix I

1.         Introduction

As announced on 4 December 2023, the Company settled its legal dispute in relation to Hyperneph Software Limited and can now look forward to the year ahead, to continuing to grow existing revenue streams and also to pursue acquisition opportunities with a simpler corporate structure.

For the year ended 31 December 2023, the Board considered 15 opportunities and, whilst the Company's revenues for the year have been below expectations, the Company remains upbeat about existing commercial opportunities. The Company first announced that it had received an order from SaxaVord Space Port ("SaxaVord"), previously known as the Shetland Space Centre) as part of a three-phase project to deliver a digital dashboard solution on 9 August 2021. The Company has
been €n discussions for additional work with another business unit at SaxaVord. On 17 December 2023 SaxaVord was granted a license by the UK's Civil Aviation Authority to operate as the UK's first vertical launch spaceport. The license includes authorisation to launch up to 30 rocket launches per year from the site making SaxaVord the UK's as well as Western Europe's first vertical launch site.

On 29 September 2023, the Company announced its half-year results for the period ended 30 June 2023 which included an update on the convertible loan facility entered into between the Company and Sanderson Capital Partners Limited ("Sanderson Capital") (first announced on 30 September 2022). As at 30 June 2023, an advance of £30,000 had been received against the £125,000 and no shares or warrants issued to Sanderson Capital. As at 28 September 2023, a total advance of £61,000 had been received against the £125,000 and no shares or warrants had been issued to Sanderson Capital.

The Company is appreciative of Sanderson Capital's continued support and confirms that it has renewed its £250,000 convertible loan note facility ("Facility") with Sanderson Capital for a further 12 months (to January 2025). As at the date of this letter, the Company has drawn down £131,000 of the Facility, being £81,000 under the previous Facility and £50,000 under the renewed Facility.

Pursuant to the Facility, the Company will issue Sanderson Capital £50,000 worth of new ordinary shares in the Company at a price of the lower of the closing middle price on the 15 January 2024 or the price of the next fundraise ("Facility Price").

The drawdown of £81,000 under the previous agreement is carried forward and the Company will pay 10% of this amount in new ordinary shares at the Facility Price as a drawdown fee.

Sanderson Capital will also receive warrants equalling one-half option on the total amount to be drawn down on the Facility (i.e £125,000 worth of warrants). The warrants will be exercisable for 36 months from the date of issue with an exercise price equal to the Facility Price ("Warrants").

The Company has the right to buy-back any outstanding drawdown amount at any time ("Buy-Back Right") with a 5% penalty fee. Should the Company exercise its Buy-Back Right, it will pay Sanderson Capital 105% of the amount it is buying back and Sanderson Capital will then have the option to convert up to 60% of the drawdown amount the Company is buying back into shares in the Company at a conversion price of the lower of the closing middle price on 15 January 2025, 90% of the 5-day volume weighted average price prior to conversion or the price of the next fundraise.

The share and warrant issuances to Sanderson Capital detailed above are subject to the Board receiving shareholder approval at the Company's forthcoming Annual General Meeting and will be issued to Sanderson Capital such that Sanderson Capital do not hold more than 29.9% of the Company's issued share capital.

2.         Purpose of the Capital Reorganisation

The Company is proposing to undertake a share capital reorganisation in order to issue New Ordinary Shares to Sanderson Capital and to have the ability to raise further funds from new investors in the future. The Company's share price is currently trading close to the nominal value of its Existing Ordinary Shares - a company is unable to issue new ordinary shares at a price below its nominal value.

In the medium term the Company will need to raise further capital to strengthen its working capital position in addition to the Facility provided by Sanderson Capital.  If a placing with investors were to occur it would likely happen at a price below the current par value of the Existing Ordinary Shares.

The Capital Reorganisation is subject to shareholder approval at the Annual General Meeting, notice of which is set out at the end of this Document. The purpose of this Document is to provide Shareholders with details of the Capital Reorganisation and to explain why the Directors are recommending that Shareholders vote in favour of the Capital Reorganisation at the Annual General Meeting.

The structure of the Capital Reorganisation is such that the Company will continue to meet the statutory requirement of having £50,000 minimum nominal value of issued share capital.

3.         Proposed Capital Reorganisation

The proposed Capital Reorganisation will comprise two elements:

(4)                The Consolidation

Every five Existing Ordinary Shares of 0.2 pence each will be consolidated into one Consolidated Shares of 1 pence each.

(b)        The Sub-Division

Immediately following the Consolidation, each Consolidated Share will then be sub-divided into one New Ordinary Share of 0.2 pence each and one New Deferred Share of 0.8 pence each.

The Capital Reorganisation requires the passing of the Resolutions at the Annual General Meeting, which is to be held at 12pm on 9 February 2024 at RWK Goodman LLP, 69 Carter Lane, London, EC4V 5EQ. 

If the Resolutions are passed, the Capital Reorganisation will become effective immediately following close of business on that date.

4.         Consolidation

At the Annual General Meeting, the Directors are inviting Shareholders to approve the Resolutions, which will authorise the Consolidation, pursuant to which every five Existing Ordinary Shares will be consolidated into one Consolidated Share, and the subsequent sub-division.

As all of the Existing Ordinary Shares are proposed to be consolidated, the proportion of issued ordinary shareholdings in the Company held by each Shareholder immediately before and immediately after the Consolidation will, save for fractional entitlements, remain unchanged.

In the event the number of Existing Ordinary Shares attributed to a Shareholder is not exactly divisible by 5, the Consolidation will generate an entitlement to a fraction of a Consolidated Share.  On the Sub-Division, such fractional entitlements will be carried over to the relevant New Ordinary Shares, but not the New Deferred Shares and the New Ordinary Shares, which comprise fractional entitlements, will then be sold on the open market (see further explanation at paragraph 7).

Accordingly, following the implementation of the Capital Reorganisation, any Shareholder who as a result of the Consolidation, has a fractional entitlement to any New Ordinary Shares, will not have a proportionate shareholding of New Ordinary Shares exactly equal to their proportionate holding of Existing Ordinary Shares.

Furthermore, any Shareholders holding fewer than 5 Existing Ordinary Shares as at the Record Date will cease to be a shareholder of the Company. The minimum threshold to receive Consolidated Shares will be 5 Existing Ordinary Shares.

5.         Sub-Division

Immediately following the Consolidation, each Consolidated Share will be sub-divided into one New Ordinary Share of 0.2 pence each and one New Deferred Share of 0.8 pence each.

Where there are fractional entitlements to a Consolidated Share, the Board considers it fair that upon Sub-Division, the same fractional entitlements to a Consolidated Share will apply to each New Ordinary Share, but not a New Deferred Share.

The record date for the Sub-Division will be the same as for the Consolidation, which is 7 p.m. on 9 February 2024.

6.         Effects of the Capital Reorganisation

For purely illustrative purposes, examples of the effects of the Capital Reorganisation are set out below:

Existing Ordinary Shares	New Ordinary Share	Deferred Share
1,000,000	200,000	200,000
25,000	5,000	5,000
500	100	100

The example below shows a fractional entitlement, the value of which will depend on the market value of the New Ordinary Shares at the time of sale.

Existing Ordinary Shares	New Ordinary	New Deferred	Fractional
15,213	3,042	3,042	0.6

Application will be made for the New Ordinary Shares to be admitted to trading on AIM and dealings in the New Ordinary Shares are expected to commence on or around 12 February 2024, subject to obtaining the new ISIN and admission of the New Ordinary Shares by CREST.

7.         Fractional entitlements to Consolidated Shares

As set out above, the Consolidation will give rise to fractional entitlement to a Consolidated Share where any holding is not precisely divisible by five. On Sub-Division of any such Consolidated Share, which occurs immediately thereafter, the same fractional entitlement will apply to each New Ordinary Share, but not a New Deferred Share then arising. As regards to the New Ordinary Shares, no certificates regarding fractional entitlements will be issued. Instead, any New Ordinary Shares, in respect of which there are fractional entitlements, will be aggregated and sold in the market for the best price reasonably obtainable on behalf of Fractional Shareholders entitled to fractions.

The Company will distribute the proceeds of sale in due proportion to any such Fractional Shareholders in accordance with article 19 of the Articles.  In the event that the net proceeds of sale amount to £3 or less per holder, the Board is of the view that, as a result of the disproportionate costs, it would not be in the best interests of the Company to distribute such proceeds of sale, which instead shall be retained for the benefit of the Company in accordance with article 19 of the Articles.

For the avoidance of doubt, the Company is only responsible for dealing with fractions arising on registered holdings.  For Shareholders whose shares are held in the nominee accounts of UK stockbrokers, the effect of the Capital Reorganisation on their individual shareholdings will be administered by the stockbroker or nominee in whose account the relevant shares are held.  The effect is expected to be the same as for shareholdings registered in beneficial names, however it is the stockbroker's or nominee's responsibility to deal with fractions arising within their customer accounts and not the Company's.

8.         Resulting Share Capital

The issued share capital of the Company immediately following the Capital Reorganisation, is expected to comprise 57,007,785 New Ordinary Shares, 57,007,785 New Deferred Shares and 32,236,017 Existing Deferred Shares.

9.         Rights attaching to New Ordinary Shares and the Deferred Shares

The New Ordinary Shares arising upon implementation of the Capital Reorganisation will have the same rights as the Existing Ordinary Shares, including voting, dividend and other rights and as set out in the Articles.

The New Deferred Shares arising upon implementation of the Capital Reorganisation will have the same rights as the Existing Deferred Shares, including no dividend or voting rights and, upon a return of capital, the right only to receive the amount paid up thereon after the holders of ordinary shares in the capital of the Company have received the aggregate amount paid up thereon and as set out in the Articles.

10.       Effects on Options and Other Instruments

The entitlements to New Ordinary Shares of holders of securities or instruments convertible into New Ordinary Shares (such as share options) are expected to be adjusted to reflect the Capital Reorganisation.

11.       General Meeting

You will find set out at the end of this Document a notice convening the Annual General Meeting to be held at RWK Goodman LLP, 69 Carter Lane, London, EC4V 5EQ at 12pm on 9 February 2024.

The Resolutions to be proposed at the Annual General Meeting are as follows:

(a)        Resolutions 1 to 5: Resolutions in respect of accepting the annual accounts of the Company, re-appointing the Directors who retire as Directors by rotation and re-appointing the Company's auditors (Ordinary Resolutions)

Ordinary Resolutions are proposed to approve routine business at the Annual General Meeting 

(b)        Resolution 6: Capital Reorganisation (Ordinary Resolution)

An ordinary resolution is proposed to approve the Capital Reorganisation. The Board considers it desirable to effect the Capital Reorganisation as, in the Board's opinion, it should improve the liquidity and marketability of New Ordinary Shares.

(4)          €)   Resolution 7: Grant the directors the authority to allot shares and grant rights (Ordinary Resolution)

(4)                An ordinary resolution is required to grant the Board the authority to allot shares and grant rights to subscribe for shares in the capital of the Company in accordance with section 551 of the Companies Act 200(d)        Resolution 8: Disapply the statutory pre-emption rights in relation to the allotment of shares and granting of rights to subscribe for shares (Special Resolution)

            A special resolution is required to disapply the statutory pre-emption rights in relation to the allotment and issue of shares in the capital of the Compan€

(e)        Resolution 9: Change the Company's name (Special Resolution)

A special resolution to approve changing the Company's name to Catenai plc.

(f)         Resolution 10: Amendments to the Company's articles of association (Special Resolution)

            A Special Resolution to approve amendments to the Company's articles of association.

12.       United Kingdom taxation in relation to the Capital Reorganisation

For the purposes of UK taxation of chargeable gains, a Shareholder should not be treated as making a disposal of all or part of his holding of Existing Ordinary Shares by reason of the Consolidation. The New Ordinary Shares should be treated as the same asset, and as having been acquired at the same time and at the same aggregate cost as, the holding of Existing Ordinary Shares from which they derive. On a subsequent disposal of the whole or part of the New Ordinary Shares comprised in the new holding, a shareholder may, depending on his or her circumstances, be subject to tax on the amount of any chargeable gain realised.

13.       Action to be taken

You are requested to register your votes by completing, scanning and then submitting a Form of Proxy (enclosed with the Annual General Meeting notice below) to the Registrar at: [e-mail] as soon as possible. Even if you intend to attend the Annual General Meeting you are encouraged to complete and return a Form of Proxy. The Form of Proxy must be received by the Registrar not less than 48 hours (excluding weekends and bank holidays) before the time fixed for the Annual General Meeting (or any adjournment thereof). You may also vote by completing and posting a Form of Proxy to the Registrar at: Avenir Registrars Ltd, 5 St Johns Lane, London, EC1M 4BH.

The completion and return of a Form of Proxy will not prevent you from attending the Annual General Meeting and voting in person if you subsequently wish to do so.

Shareholders are reminded that, if their shares are held in the name of a nominee, only that nominee or its duly appointed proxy can be counted in the quorum at the Annual General Meeting. Separate processes exist for CREST votes to be cast within the CREST system.

If you are in any doubt as to what action you should take, you are recommended to seek your own personal financial advice from your broker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser, immediately.

If you need any help with voting please contact the Registrar, Avenir Registrars Ltd on [phone], or by email at [e-mail].

14.       Electronic Communications

Going forward the Company intends to supply all notices, documents and information ("Documents and Information") to shareholders via electronic means, including a designated shareholder portal operated by its Registrar (through which shareholders' will also be able to vote at general meetings). The Directors believe that increased use of electronic communications will deliver significant savings to the Company in terms of administration, printing and postage costs, as well as speeding up the provision of information to shareholders. The reduced use of paper will also have environmental benefits. To allow the Company to supply Documents and Information to you via electronic means you are required to give your consent to the same. You are requested to read the enclosed letter entitled "Request to send or supply documents and information via a website and/ or in electronic form" and either fill out the enclosed reply slip as instructed or email details of your email address and mobile number to John Farthing, the company secretary.([e-mail]).  

15.       Recommendation

The Directors consider that the Capital Reorganisation is fair and reasonable and is in the best interests of the Company and its Shareholders as a whole. The Directors therefore recommend you vote in favour of all of the Resolutions.

The Directors intend to vote in favour of all of the Resolutions in respect of their own beneficial holdings of Existing Ordinary Shares. Such shareholdings comprise 44,069,515 Existing Ordinary Shares representing approximately 15.46% per cent. of the total Existing Ordinary Shares.

Yours faithfully

Brian Thompson
Chairman

DEFINITIONS

"Admission"	admission of the New Ordinary Shares to trading on AIM and such admission becoming effective in accordance with the AIM Rules;
"AIM Rules"	the AIM Rules for Companies and the AIM Rules for Nominated Advisers, as issued by the London Stock Exchange from time to time;
"AIM"	the AIM market operated by the London Stock Exchange;
"Annual General Meeting"	the general meeting of the Company to be held at RWK Goodman LLP, 69 Carter Lane, London, EC4V 5EQ on 9 February 2024 at 12pm, notice of which is set out at the end of this Document;
"Articles"	the articles of association of the Company at the date of this Document;
"Board"	the board of directors of the Company;
"Capital Reorganisation"	the proposed Consolidation and the Sub-Division;
"Certificated" or in "Certificated Form"	the description of a share or other security which is not in uncertificated form (that is, not in CREST);
"Company" or "Catenae Innovation"	Catenae Innovation plc (registered under company number 04689130), to be renamed as "Catenai plc" pursuant to the proposed resolutions being considered at the Annual General Meeting;
"Consolidated Shares"	ordinary shares of 1 pence each in the Company to be created following the Consolidation;
"Consolidation"	the proposed consolidation of every five Existing Ordinary  Shares of 0.2 pence each into one Consolidated Share of 1 pence each;
"CREST"	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in the CREST Regulations);
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended;
"Directors"	the directors of the Company uthorizedhorised committee thereof;
"Document"	this document;
"Euroclear"	Euroclear UK & International Limited, the operator of CREST;
"Existing Deferred Shares"	the existing deferred shares of 9.8 pence each in the capital of the Company;
"Existing Ordinary Shares"	the ordinary shares of 0.2 pence each in issue as at the date of this Document;
"Form of Proxy"	the form of proxy for use by Shareholders in connection with the Annual General Meeting;
"Fractional Shareholders"	Shareholders entitled to fractions of shares as a result of the Capital Reorganisation;
"London Stock Exchange"	London Stock Exchange Group plc;
"New Deferred Shares	the deferred shares of 0.8 pence each in the capital of the Company to be created following the Sub-Division;
"New Ordinary Shares"	the ordinary shares of 0.2 pence each in the capital of the Company to be created following the Sub-Division;
"Record Date"	7:00 p.m. on 6 February 2024;
"Registrar"	Avenir Registrars Ltd;
"Resolutions"	the resolutions to be proposed at the Annual General Meeting, details of which are set out in this Document;
"Shareholder(s)"	a holder of Existing Ordinary Shares;
"Sub-Division"	the sub-division of each Consolidated Share of 1 pence each into one New Ordinary Share of 0.2 pence each and one New Deferred Share of 0.8 pence each; and
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland.

All references in this Document to "£" or "pence" are to the lawful currency of the UK

⁴ To note this date was misstated in the Circular as 15 January 2025

Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.

 

END