Posting of Circular and Notice of General Meeting

RNS Number : 3870L

Catenae Innovation PLC

29 April 2020

 

29 April 2020

Catenae Innovation PLC

("Catenae", or the "Company")

Posting of Circular and Notice of General Meeting

Catenae Innovation PLC (AIM: CTEA), the AIM quoted provider of digital media and technology, today announces that it has posted a circular to shareholders ("Notice of GM") providing details of a general meeting of shareholders ("General Meeting").

A General Meeting has therefore been convened to be held at Premier Inn Thurrock West, Stonehouse Lane, West Thurrock, Purfleet RM19 1NS at 12:00 p.m. on 14 May 2020.

A copy of the Notice of GM will be available to download from the Company's website at www.catenaeinnovation.com and the full text of the Letter from the Chairman is included in this announcement below. 

Shareholders should note the advice set out below regarding the potential impact of the COVID-19 outbreak on attendance at the General Meeting.

LETTER FROM THE CHAIRMAN

OF

CATENAE INNOVATION PLC

(Incorporated and registered in England and Wales with registered number 04689130)

Directors: Brian Thompson (Non-executive Chairman) Edward Guy Meyer (Interim CEO) John Farthing (Chief Financial Officer)

Registered Office: 27 Old Gloucester Street London WC1N 2AX

29 April 2020

Dear Shareholder

1.  Introduction

On 31 January 2020 the Company announced, inter alia, that (i) certain subscribers of ordinary shares of 0.2 pence each in the capital of the Company ("Ordinary Shares") would be issued with warrants to subscribe for 38,250,000 Ordinary Shares (the "Subscription Warrants") and (ii) certain of the Company's creditors, who agreed to convert their existing liabilities into Ordinary Shares would be issued with warrants to subscribe for 20,159,091 Ordinary Shares (the "Creditor Warrants"). 

On 20 April 2020 the Company also announced a conditional placing (the "Placing") by Brandon Hill Capital Limited, acting as the Company's Broker, to raise £320,000 by the issue and allotment by the Company of 32,000,000 Ordinary Shares (the "Placing Shares").  In addition the holders of the Placing Shares will receive warrants over 16,000,000 new ordinary shares (the "Placing Warrants"). 

The proposals announced on 31 January 2020 and 20 April 2020 requires specific authority to issue 106,409,091 new ordinary shares.

The directors of the Company (the "Directors") are also seeking a further general authority to issue up an additional 43,509,909 new ordinary shares.

Consequently, the Company is seeking approval from its shareholders (the "Shareholders") for authority to issue up to 150,000,000 new ordinary shares (representing £300,000 of nominal value).

2.  General Meeting

A notice of a General Meeting of the Company to be held at Premier Inn Thurrock West, Stonehouse Lane, West Thurrock, Purfleet RM19 1NS at 12:00 p.m. on 14 May 2020 (the "General Meeting" or "GM") is set out at the end of this document.

The most recent "stay at home" measures adopted by the government to combat the covid-19 pandemic prohibit, unless essential for work purposes, public gatherings of more than two people.  In accordance with guidance issued by the chartered governance institute (icsa), i t is the company's intention to proceed with holding the general meeting with the minimum quorum of shareholders present in order to conduct the business of the meeting.    Whilst the government's current prohibition on public gatherings remain in place, no other shareholders will be permitted to physically attend the meeting.   Any shareholder who attempts to attend the meeting in person will have to be refused entry.

Shareholders are asked instead to vote by proxy by completing their form of proxy in accordance with the instructions set out below.  The board therefore strongly encourages all shareholders to vote on the resolutions by proxy before the deadline of 12:00 p.m. on 12 May 2020.

To ensure your proxy is valid, and in case of any changes in the identity of the chairman of the GM you should appoint the 'chairman of the General Meeting' as your proxy.

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

(a)  Resolution 1: Grant the directors the authority to allot the shares (Ordinary Resolution)

  An ordinary resolution is required to grant the Board the authority to allot the Placing Shares, the Placing Warrants, the Creditor Warrants and the Subscription Warrants and the further headroom to be granted to the Directors in accordance with section 551 of the Companies Act 2006.

(b)  Resolution 2: Disapply the statutory pre-emption rights in relation to the allotment of the 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 Company.

3.  Action to be taken

The Company operates a paperless voting process, which is a quicker and more secure method of voting online via our registrars' website. You are therefore able to register your votes by completing and submitting a form of proxy online through our registrar's internet Share Portal Service at www.signalshares.com (search for "Catenae Innovation Plc") as soon as possible even if you intend to attend the General Meeting, to be received by our registrars not less than 48 hours (excluding weekends and bank holidays) before the time fixed for the meeting (or any adjournment thereof).   The completion and return of a Proxy will not prevent you from attending the General Meeting and voting in person if you subsequently wish to do so.

Shareholders are reminded that, if their Ordinary 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 General Meeting.

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.

To vote online you will need to log into your Share Portal account or register for the Share Portal if you have not already done so. To register for the Share Portal you will need your investor code, which can be found on your share certificate. Once registered, you will immediately be able to vote.

Voting by proxy prior to the meeting does not affect your right to attend the meeting and vote in person, should you so wish, although please see the comments regarding attendance in person at paragraph 2 above.

If you need any help with voting online or require a paper form of proxy, please contact the Link Asset Services Shareholder Helpline on either 0871 664 0391 from the UK (Calls cost 12p per minute plus your phone company's access charge), or from overseas on [phone], or by email at [e-mail].  Telephone lines are open Monday to Friday (excluding Bank Holidays) from 9.00 am to 5.30 pm.

4.  Recommendation

The Directors consider that the Resolutions (as defined in the notice of the GM) are fair and reasonable and are 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 Ordinary Shares. Such shareholdings comprise 35,765,081 Ordinary Shares representing approximately 33.35 per cent. of the total Ordinary Shares.

Yours faithfully

Brian Thompson

Non-Executive Chairman

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. The person who arranged for release of this announcement on behalf of the Company was Guy Meyer, Interim Chief Executive Officer of the Company.

- Ends -

For further information please contact:

Catenae Innovation PLC	[phone]
Guy Meyer, Interim Chief Executive Officer
Cairn Financial Advisers LLP (Nominated Adviser)	[phone]
Liam Murray Jo Turner
Brandon Hill Capital Limited Broker Andy Gutmann	[phone] [phone]
Yellow Jersey PR (PR & IR)	[phone]
Sarah Hollins Annabel Atkins

 

END

 

 

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