Completion of £2 million Subscription

Valereum PLC

05 July 2024

 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR")

5/07/2024

Valereum Plc
("Valereum" or the "Company")

Completion of £2 million Subscription

Exercise of Warrants and Options

Directors' Dealing

Valereum Plc (AQSE: VLRM) is pleased to announce it has concluded the raise of £2 million from its Chairman, James Formolli, through the issuance of 55,411,752 new ordinary shares of £0.001 each in the capital of the Company (the "Subscription Shares") at £0.036 per Subscription Share (the "Subscription Price") with no warrants attached (the "Subscription") and the issuance of 15,000,000 GATE Tokens - VLRM's utility token.

As announced previously, the proceeds of the raise will be used to fund Valereum's growth across its VLRM Markets, Technology and Capital verticals. In addition, the proceeds will be used to expand the utility of GATE Token across the VLRM ecosystem and to extinguish its remaining loan, following which, there will be no outstanding loan liabilities.

Exercise of Warrants and Options

The Company also announces that options and warrants have been exercised over a total of 6,757,692 ordinary shares of £0.001 each for total proceeds of £9,458, comprising 4,807,692 ordinary shares for James Formolli (Chairman), 825,000 ordinary shares for Peter Sekhon (Investor Relations Director), 825,000 ordinary shares for Karl Moss (CFO) and 300,000 ordinary shares for a service provider.

On completion of the Subscription and exercise of warrants, James Formolli's shareholding is expected to increase to 41.34%.

Rule 4.6 Statement - Related Party Transactions

In relation to James Formolli's subscription, the Directors (other than James Formolli) confirm that, having exercised reasonable care, skill and diligence, the related party transaction is fair and reasonable as far as the shareholders of the issuer are concerned.

Admission 

Application will be made for the listing of the new Ordinary Shares, which will rank pari passu with the existing Ordinary Shares in issue, to be admitted to trading on the AQSE Growth Market ("Admission"). Dealings are expected to commence on or about 10 July 2024 and the issue is subject only to Admission.

Total voting rights

Following the subscription and exercises of warrants and options, the Company's total number of Ordinary Shares in issue will be 171,332,349. This figure may be used by shareholders as the denominator for the calculation to determine if they are required to notify the Company of their interest in, or a change to their interest in, the Company's securities pursuant to the Company's Articles.

For further information, please contact as follows:

Enquiries:   

Valereum Plc   

James Formolli, Chairman    

Tel: [phone]   

Stanford Capital Partners           

Tel: [phone]

Bob Pountney

Patrick Claridge

First Sentinel Corporate Finance

AQSE Corporate Adviser        

Brian Stockbridge    

Tel: [phone]  

Further updates to follow in due course.

The Directors of the Company accept responsibility for the contents of this announcement.

For more information, please visit the Company's website at  www.vlrm.com

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES OR CONNECTED PERSONS

	1.	Details of the person discharging managerial responsibilities / person closely associated
	a)	Name	James Formolli
	2.	Reason for the Notification
	a)	Position/status	Chairman
	b)	Initial notification / Amendment	Initial notification
	3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
	a)	Name	Valereum Plc
	b)	LEI	213800EJ8BFEQQ9POX79
	4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
	a)	Description of the Financial instrument, type of instrument	Ordinary shares of 0.1p each
		Identification Code	GI000A2P2W41
	b)	Nature of the transaction	Subscription of ordinary shares
	c)	Price(s) and volume(s)	Price Volume £0.036 per Ordinary Share 55,411,752 Ordinary Shares
	d)	Aggregated information: · Aggregated volume · Price	Single transaction, see details in item (c) above
	e)	Date of the transaction	4 July 2024
	f)	Place of the Transaction	Outside a trading venue
4.		Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)		Description of the Financial instrument, type of instrument	Ordinary shares of 0.1p each
		Identification Code	GI000A2P2W41
b)		Nature of the transaction	Exercise of warrants
c)		Price(s) and volume(s)	Price Volume £0.001  per Ordinary Share 4,807,692 Ordinary Shares
d)		Aggregated information: · Aggregated volume · Price	Single transaction, see details in item (c) above
e)		Date of the transaction	4 July 2024
f)		Place of the Transaction	Outside a trading venue

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Peter Sekhon
2.	Reason for the Notification
a)	Position/status	Investor Relations Director
b)	Initial notification / Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Valereum Plc
b)	LEI	213800EJ8BFEQQ9POX79
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the Financial instrument, type of instrument	Ordinary shares of 0.1p each
	Identification Code	GI000A2P2W41
b)	Nature of the transaction	Exercise of warrants
c)	Price(s) and volume(s)	Price Volume  £0.001 per Ordinary Share  825,000 Ordinary Shares
d)	Aggregated information: · Aggregated volume · Price	Single transaction, see details in item (c) above
e)	Date of the transaction	4 July 2024
f)	Place of the Transaction	Outside a trading venue

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Karl Moss
2.	Reason for the Notification
a)	Position/status	Chief Financial Officer
b)	Initial notification / Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Valereum Plc
b)	LEI	213800EJ8BFEQQ9POX79
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the Financial instrument, type of instrument	Ordinary shares of 0.1p each
	Identification Code	GI000A2P2W41
b)	Nature of the transaction	Exercise of warrants
c)	Price(s) and volume(s)	Price Volume  £0.001 per Ordinary Share  825,000 Ordinary Shares
d)	Aggregated information: · Aggregated volume · Price	Single transaction, see details in item (c) above
e)	Date of the transaction	4 July 2024
f)	Place of the Transaction	Outside a trading venue

TR-1: Standard form for notification of major holdings

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii:			Valereum Plc
1b. Please indicate if the issuer is a non-UK issuer  (please mark with an "X" if appropriate)
Non-UK issuer						X
2. Reason for the notification (please mark the appropriate box or boxes with an "X")
An acquisition or disposal of voting rights						X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) iii:
3. Details of person subject to the notification obligation iv
Name			James Formolli
City and country of registered office (if applicable)
4. Full name of shareholder(s) (if different from 3.) v
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached vi:			04/07/2024
6. Date on which issuer notified (DD/MM/YYYY):			04/07/2024
7. Total positions of person(s) subject to the notification obligation
	% of voting rights attached to shares (total of 8. A)	% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)		Total of both in % (8.A + 8.B)	Total number of voting rights held in issuer (8.A + 8.B) vii
Resulting situation on the date on which threshold was crossed or reached	41.34%			41.34%	70,833,730
Position of previous notification (if applicable)	9.72%			9.72%

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii
A: Voting rights attached to shares
Class/type of shares ISIN code (if possible)		Number of voting rights ix					% of voting rights
		Direct (DTR5.1)		Indirect  (DTR5.2.1)			Direct (DTR5.1)		Indirect (DTR5.2.1)
Ordinary Shares GI000A2P2W41		70,833,730					41.34%
SUBTOTAL 8. A		70,833,730					41.34%
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument		Expiration date x	Exercise/ Conversion Period xi			Number of voting rights that may be acquired if the instrument is exercised/converted.			% of voting rights
			SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)
Type of financial instrument	Expiration date x		Exercise/ Conversion Period xi		Physical or cash Settlement xii			Number of voting rights	% of voting rights
					SUBTOTAL 8.B.2

9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii				X
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) xiv
Name xv	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold
10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional information xvi

Place of completion	England, UK
Date of completion	04 July 2024

 

END