TIDMSYME
RNS Number : 4212T
Supply @ME Capital PLC
22 July 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SINGAPORE, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY
APPLICABLE LAW.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE
OR THE SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY
ORDINARY SHARES OR WARRANTS. ANY OFFER THAT MAY BE MADE WILL BE
MADE PURSUANT TO THE CIRCULAR (AND THE TERMS AND CONDITIONS
CONTAINED THEREIN) WHICH IS EXPECTED TO BE DISPATCHED TO QUALIFYING
SHAREHOLDERS ON 22 JULY 2022.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU, WHICH IS PART OF UNITED
KINGDOM DOMESTIC LAW PURSUANT TO THE MARKET ABUSE (AMMENT) (EU
EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF
THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR)
IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
22 July 2022
Supply@ME Capital plc
(the "Company" or "SYME")
Open Offer and Business Update
SYME, the fintech business which provides an innovative platform
for use by manufacturing and trading companies to access Inventory
Monetisation(c) solutions enabling their businesses to generate
cashflow, is pleased to announce a capital raise of up to
GBP320,855 through an open offer of new ordinary shares of nominal
value GBP0.00002 each in the capital of SYME ("Ordinary Shares")
(the "Open Offer"), as part of its Capital Enhancement Plan
announced on 27 April 2022.
The Company will today publish and post to Qualifying
Shareholders (other than Qualifying Shareholders in Restricted
Jurisdictions) a circular in respect of the Open Offer (the
"Circular") together with the associated Application Form. The
Circular contains, inter alia, the full terms and conditions of the
Open Offer, a letter from Albert Ganyushin, the Chairperson of
SYME, explaining the Open Offer and providing the Directors'
recommendation in respect of the Open Offer, an expected timetable
of principal events and questions and answers about the Open
Offer.
A copy of the Circular will also be available from the Company's
website: https://www.supplymecapital.com/ later today.
The Open Offer will give Qualifying Shareholders (other than
Qualifying Shareholders in Restricted Jurisdictions) the
opportunity to subscribe for up to 641,710,082 Open Offer Shares in
aggregate at the offer price of 0.05 pence per Open Offer Share,
being the same price available to Venus Capital under the Venus
Subscription Agreement. Qualifying Shareholders will be entitled to
subscribe for one Open Offer Shares for every 66 Existing Ordinary
Shares held by such Qualifying Shareholder.
The Company is also offering the Qualifying Shareholders the
opportunity to apply for additional Open Offer Shares in excess of
their Open Offer Entitlement to the extent that other Qualifying
Shareholders do not take up their Open Offer Entitlement in
full.
Successful applicants in the Open Offer will also receive Open
Offer Warrants on the basis of one Open Offer Warrant for every two
Open Share subscribed. Holders of Open Offer Warrants may exercise
the Open Offer Warrants at any time on or before 31 December 2025
at a price of 0.065 pence per Ordinary Share, provided that the
Company has sufficient headroom to allot and issue shares under its
latest published prospectus.
Venus Capital will subscribe for any Open Offer Shares (in the
form of Fourth Tranche Subscription Shares) which Qualifying
Shareholders do not subscribe for, pursuant to its rights in
respect of the Fourth Tranche under the Venus Subscription
Agreement.
Venus Capital and The AvantGarde Group S.p.A. have each
undertaken not to subscribe for any of its pro rata entitlement to
Open Offer Shares so that other Shareholders will have a greater
opportunity to subscribe for Open Offer Shares over and above their
pro rata entitlements, save that the undertaking given by Venus
Capital will not prevent Venus Capital from subscribing for any
Open Offer Shares for which Qualifying Shareholders do not
subscribe, pursuant to its rights under the Venus Subscription
Agreement.
The Company intends to apply for admission of the Open Offer
Shares to a Standard Listing and to trading on the Main Market
following close of the Open Offer. Admission is expected to occur
on 22 August 2022 Further announcements regarding the progress of
the Open Offer will be made by the Company in due course.
Words and expressions defined in the Circular shall, unless the
context provides otherwise, have the same meanings in this
announcement.
Expected timetable of principal events in respect of the Open
Offer
Event Date and Time
Record Date for entitlement under the Open Offer Close of business on 20 July 2022
Posting of the Circular and Application Forms 22 July 2022
Ex-Entitlement Date 7.00 a.m. on 22 July 2022
Open Offer Entitlements and Excess Open Offer Entitlements as soon as practicable after 7.00 a.m. on 25 July 2022
credited to stock accounts in CREST
of Qualifying CREST Shareholders
Latest recommended time and date for requesting withdrawal 4.30 p.m. on 11 August 2022
of Open Offer Entitlements and
excess Open Offer Entitlements from CREST
Latest time for depositing Open Offer Entitlements and 3.00 p.m. on 12 August 2022
excess Open Offer Entitlements into
CREST
Latest time and date for splitting Application Forms (to 3.00 p.m. on 15 August 2022
satisfy bona fide market claims)
Latest time and date for receipt of completed Application 11.00 a.m. on 17 August 2022
Forms and payment in full from Qualifying
Shareholders under the Open Offer or settlement of the
relevant CREST instruction (as appropriate)
Announcement of results of Open Offer 18 August 2022
Expected date when Admission is effective and unconditional 8.00 a.m. on 22 August 2022
dealings in the Open Offer Shares
commence
Expected date for crediting of the Open Offer Shares in 22 August 2022
uncertificated form to CREST
Expected date for crediting of the Open Offer Warrants in 22 August 2022
uncertificated form to CREST
Expected date of dispatch of share certificates in respect Within 10 Business Days of 22 August 2022
of the Open Offer Shares
Expected date of dispatch of warrant certificates in respect Within 10 Business Days of 22 August 2022
of the Open Offer Warrants
Notes:
1. Each of the times and dates above are indicative only and are
subject to change. If any of the above times and/or dates change,
the revised times and/or dates will be notified by the Company to
the Shareholders by announcement through an RIS.
2. In order to subscribe for Open Offer Shares under the Open
Offer, Qualifying Shareholders will need to follow the procedure
set out in Part VII - Terms and conditions of the Open Offer of the
Circular and, where relevant, complete the accompanying Application
Form. If Qualifying Shareholders have any queries or questions
relating to the Circular, the completion and return of the
Application Form, or the procedure for acceptance and payment, or
wish to request another Application Form, they should contact
Neville Registrars Limited on 0121 585 1131 or, if phoning from
outside the UK, on +44 121 585 1131. Calls may be recorded and
monitored randomly for security and training purposes. Neville
Registrars Limited cannot provide advice on the merits of the Open
Offer nor give any financial, legal or tax advice.
Business Update
The Group's recent annual report and accounts for the year ended
31 December 2021 included a comprehensive business update and,
since its publication, the Group has continued to focus on
completing the first warehoused goods Inventory Monetisation
transaction, through its strategic alliance with VeChain Foundation
as announced on 28 June 2022, and the execution of the Capital
Enhancement Plan as announced on 27 April 2022.
The Group has also continued to focus on its internal
performance and risk assessment of its business lines and, as a
result of this internal analysis, the Directors are currently
reviewing the Company's relationship with TradeFlow, its
wholly-owned subsidiary. The review is aimed at maximising value
creation and positioning of both TradeFlow and the Company for
long-term growth, in line with the applicable laws and regulations.
The Company has not set a definitive schedule to complete this
review and no decision on any particular transaction or alternative
has been reached at this time. Equally, there is no certainty that
any transaction or alternative will be undertaken or pursued. The
Company does not intend to make further announcements regarding
this review unless it concludes that disclosure is warranted by the
circumstances and/or expressly required by applicable law or
regulation.
For the purposes of UK MAR, the person responsible for arranging
release of this announcement on behalf of SYME is Alessandro
Zamboni, CEO.
Contacts
Alessandro Zamboni, CEO, Supply@ME Capital plc,
investors@supplymecapital.com
Paul Vann, Walbrook PR Limited, +44 (0)20 7933 8780;
paul.vann@walbrookpr.com
Chanice Smith, Cicero/AMO, +44 (0)20 7947 5317;
chanice.smith@cicero-group.com
Notes
Supply@ME Capital plc and its operating subsidiaries provide an
innovative fintech platform (the "Platform") for use by
manufacturing and trading companies to access inventory trade
solutions enabling their businesses to generate cashflow, via a
non-credit approach and without incurring debt. This is achieved by
their existing eligible inventory being added to the Platform and
then monetised via purchase by third party Inventory Funders. The
inventory to be monetised can include warehouse goods waiting to be
sold to end-customers or goods/commodities that are part of a
typical import/export transaction. SYME announced in August 2021
the launch of a global Inventory Monetisation programme which will
be focused on both inventory in transit monetisation and warehouse
goods monetisation. This program will be focused on creditworthy
companies and not those in distress or otherwise seeking to
monetise illiquid inventories.
Important notices
The distribution of this announcement, the Circular and/or the
accompanying Application Form, and/or the transfer of Open Offer
Entitlements or Excess Open Offer Entitlements, in jurisdictions
other than the UK, including any Restricted Jurisdiction, may be
restricted by law and therefore persons into whose possession the
Circular comes should inform themselves about and observe any of
those restrictions. Any failure to comply with any of those
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
None of the Open Offer Shares, Open Offer Warrants, the Open
Offer Entitlements nor the Excess Open Offer Entitlements has been
or will be registered under the US Securities Act or under the
applicable securities laws of the United States or under the
applicable securities laws of Singapore or of any other Restricted
Jurisdiction.
Subject to certain exceptions, none of the Open Offer Shares,
the Open Offer Warrants, the Open Offer Entitlements and the Excess
Open Offer Entitlements may be offered, sold, taken up, delivered
or transferred in or into the United States (except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements under the US Securities Act), Singapore
or any other Restricted Jurisdiction and, Application Forms are not
being posted to and no Open Offer Entitlements or the Excess Open
Offer Entitlements will be credited to a stock account of any
person in the United States, Singapore or any other Restricted
Jurisdiction.
It is the responsibility of persons receiving a copy of this
announcement or the Circular outside of the United Kingdom to
satisfy themselves as to the full observance of the laws and
regulatory requirements of the relevant territory or jurisdiction
in connection with it and the implications of the Open Offer,
including obtaining any governmental or other consents which may be
required or observing any other formalities required to be observed
in such territory or jurisdiction and paying any other issue,
transfer or taxes due in such other territory or jurisdiction.
Persons (including, without limitation, nominees and trustees)
receiving the Circular should not distribute or send the Circular
into any jurisdiction when to do so would, or might, contravene
local security laws or regulations.
Overseas Shareholders should consult their own legal and tax
advisers with respect to the legal and tax consequences of the Open
Offer in their particular circumstances.
Neither this announcement, the Circular nor the Application Form
constitute an offer of Ordinary Shares to any person with a
registered address, or who is resident in, the United States. There
will be no public offer in the United States. The Company has not
been, and will not be, registered under the US Investment Company
Act of 1940, as amended.
Outside of the United States, the Open Offer Shares, the Open
Offer Warrants, the Open Offer Entitlements and the Excess Open
Offer Entitlements are being offered in reliance on Regulation S
under the US Securities Act. Neither the Open Offer Shares nor the
Open Offer Warrants will qualify for distribution under the
relevant securities laws of Singapore, nor has any prospectus in
relation to the Open Offer Shares or the Open Offer Warrants been
lodged with, or registered by, the Monetary Authority of
Singapore.
Subject to certain exemptions, neither the Open Offer Shares nor
the Open Offer Warrants may be offered, sold, taken up, delivered
or transferred in, into or from any Restricted Jurisdiction or to
or for the account or benefit of any national, resident or citizen
of any Restricted Jurisdiction.
Neither this announcement nor the Circular constitutes an offer
to issue or sell, or the solicitation of an offer to subscribe for
or purchase, any Open Offer Shares to any person in a Restricted
Jurisdiction and is not for distribution in, into or from any
Restricted Jurisdiction.
None of the Open Offer Shares, the Open Offer Warrants, the Open
Offer Entitlements nor the Excess Open Offer Entitlements have been
approved or disapproved by the US Securities and Exchange
Commission, or any other securities commission or regulatory
authority of the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the offering of
the Open Offer Shares nor have they approved the Circular or
confirmed the accuracy or adequacy of the information contained in
the Circular. Any representation to the contrary is a criminal
offence in the US.
The attention of Overseas Shareholders and other recipients of
the Circular who are residents or citizens of any country other
than the United Kingdom is drawn to the section entitled "Overseas
Shareholders" at paragraph 6 of Part VII - Terms and conditions of
the Open Offer of the Circular.
Forward-looking statements
This announcement and the Circular include statements that are,
or may be deemed to be, 'forward-looking statements'. In some
cases, these forward-looking statements can be identified by the
use of forward-looking terminology, including the terms 'targets',
'believes', 'estimates', 'anticipates', 'expects', 'intends',
'may', 'will', 'should' or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include matters that are not facts. They appear in a
number of places throughout the Circular and include statements
regarding the intentions, beliefs or current expectations of the
Directors concerning, inter alia:
-- the Group's objectives, acquisition, financing and business
strategies, results of operations, financial condition, capital
resources, prospects, capital appreciation of securities and
dividends; and
-- future deal flow and implementation of active management
strategies, including with regard to acquisitions and hedging of
foreign currency exposures.
By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future
performance.
The Group's actual performance, results of operations, financial
condition, distributions to holders of securities and the
development of its financing strategies may differ materially from
the forward-looking statements contained in this announcement or
the Circular. In addition, even if the Group's actual performance,
results of operations, financial condition, distributions to
holders of securities and the development of its financing and
hedging strategies are consistent with the forward-looking
statements contained in this announcement or the Circular, those
results or developments may not be indicative of results or
developments in subsequent periods.
Prospective investors should carefully review Part VI - Risks of
the Circular for a discussion of additional factors that could
cause the Group's actual results to differ materially, before
making an investment decision.
Forward-looking statements contained in this announcement or the
Circular apply only as at the date of this announcement and the
Circular. Subject to any obligations under applicable law and
regulations, including, but not limited to, the Listing Rules, UK
MAR, FSMA, the Disclosure Guidance and Transparency Rules and the
Prospectus Regulation Rules, the Directors undertake no obligation
publicly to update or review any forward-looking statement included
in this announcement or the Circular, whether as a result of new
information, future developments or otherwise.
No profit forecast or profit estimate
No statement in this announcement or the Circular is intended to
constitute a profit forecast or profit estimate for any period.
Presentation of financial information
Certain data in this announcement and the Circular, including
financial information, has been rounded. As a result of the
rounding, the totals of data presented in this announcement and the
Circular may vary slightly from the actual arithmetical totals of
such data. Percentages in tables have been rounded and,
accordingly, may not add up to 100%.
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