Placing, Loan Conversion, Warrants, Board Changes

Catenai PLC

12 March 2024

 

12 March 2024

Catenai PLC

("Catenai" or the "Company")

Placing, Conversion of Loan Facility, Issue of Warrants, Board Changes

Placing

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 Admission1	Resultant percentage shareholding following Admission1
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.

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 John Farthing, Chief Financial Officer of the Company and the Directors of the Company are responsible for the release of this announcement.

For further information please contact:

Catenai PLC	[phone]
John Farthing, Chief Financial Officer
Cairn Financial Advisers LLP (Nominated Adviser)	[phone]
Liam Murray / Jo Turner
Shard Capital Partners LLP (Broker)	[phone]
Damon Heath

Notes to Editors:

About Catenai PLC

Catenai is an AIM quoted provider of digital media and technology services. The Company specialises in IT solutions that solve commercial challenges and create opportunities for its clients, with an increasing focus incorporating AI into its platforms. The Company has an experienced IT team of project managers and integrators who have deployed systems across corporate, government and educational sectors.

http://www.catenaiplc.com

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