AIM Schedule One - Catena Group PLC (0859W)
April 21 2021 - 3:00AM
UK Regulatory
TIDMCTNA
RNS Number : 0859W
AIM
21 April 2021
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION
IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM
RULES")
COMPANY NAME:
Catena Group plc - to be renamed Insig AI plc from Admission
(subject to shareholder approval)
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES):
30 City Road, London, EC1Y 2AB
COUNTRY OF INCORPORATION:
England and Wales
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
Current: www.catenagroup.co.uk
From Admission: www.insg.ai 10 May 2021
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE
TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
Catena Group plc ("Catena") is a UK-based AIM-listed holding
company, which is focused on acquiring and growing businesses
operating in high performing industries.
In line with this strategy, on 4 March 2020, Catena acquired
a 9.1 per cent. interest in the ordinary share capital of Insight
Capital Partners Limited ("Insight"). On 3 September 2020,
the Company announced that discussions had commenced with respect
to Catena potentially acquiring the balance of the issued share
capital of Insight (the "Proposed Acquisition").
Insight, which is based in the UK, is a data science and machine
learning solutions company that provides bespoke web-based
applications, advanced analytical tools and modern technology
infrastructure to make machine learning accessible to investment
professionals. Insight has developed five products specifically
aimed at accelerating an asset manager's data science and machine
learning strategy.
Pursuant to Rule 14 of the AIM Rules for Companies, the Proposed
Acquisition constitutes a reverse takeover. Shareholder approval
for the Proposed Acquisition is being sought at a general meeting
convened for 7 May 2021.
In conjunction with the Proposed Acquisition, a resolution
will be put to shareholders at the general meeting to approve
a change in the Company's name to Insig AI plc.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS
AS TO TRANSFER OF THE SECURITIES (i.e. where known, number
and type of shares, nominal value and issue price to which
it seeks admission and the number and type to be held as treasury
shares):
Between 92,023,423 and 99,145,399 ordinary shares of 1 pence
each ("Ordinary Shares"), comprising:
* 42,661,638 existing Ordinary Shares
* 9,172,375 Ordinary Shares to be issued at 67p per
share pursuant to the placing
* Between 38,189,410 and 45,311,386 Ordinary Shares to
be issued at 59p per share pursuant to the Proposed
Acquisition (the "Consideration Shares")
* 2,000,000 Ordinary Shares to be issued in respect of
a convertible loan note on completion of the Proposed
Acquisition
The actual number of Consideration Shares will only become
known once the Insight option holders exercise their rights
to receive between 6,611,179 Consideration Shares and GBP301,370
cash, and 7,121,976 and GBPnil cash. To the extent that any
of the Insight option holders do not exercise their rights,
then they will not receive any Consideration Shares This will
be confirmed by close of business on 7 May 2021
No shares are held in treasury
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
Capital to be raised on Admission approximately GBP6.1 million
pursuant to the placing
Anticipated market capitalisation on admission to AIM: approximately
GBP66.4 million (based on the placing price and assuming the
Insight option holders exercise their rights to receive the
maximum entitlement to Consideration Shares and GBPnil cash)
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
Between 49.4% and 51.8% depending on the extent to which any
Insight option holders (i) allow their options to lapse or
(ii) exercise their rights to receive the maximum entitlement
to Consideration Shares and GBPnil cash
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH
THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE
OR WILL BE ADMITTED OR TRADED:
None
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including
any other name by which each is known):
Matthew Todd Farnum-Schneider (Executive Chairman)
Steven (Steve) Wallace Cracknell (Chief Executive Officer)
Warren Paul Pearson (Chief Technical Officer)
John Christopher Murray (Independent Non-Executive Director
)
Peter Lee Rutter (Independent Non-Executive Director)
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED
AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER
ADMISSION (underlining the first name by which each is known
or including any other name by which each is known):
Before Admission Following Admission
Shares held % Shares held %(1) %(2)
------------ ----- ------------ ----- -----
Richard Bernstein 11,721,000 27.5 11,821,000 11.9 12.8
------------ ----- ------------ ----- -----
David Kyte 2,567,547 6.0 2,900,880 2.9 3.2
------------ ----- ------------ ----- -----
Richard Owen 2,694,672 6.3 2,694,672 2.7 2.9
------------ ----- ------------ ----- -----
Carole Rowan 2,000,000 4.7 2,000,000 2.0 2.2
------------ ----- ------------ ----- -----
Schroders & Co Bank
AG 2,000,000 4.7 2,000,000 2.0 2.2
------------ ----- ------------ ----- -----
Steven (Steve) Cracknell - - 10,818,293 10.9 11.8
------------ ----- ------------ ----- -----
Nikhil Srinivasan - - 7,599,936 7.7 8.3
------------ ----- ------------ ----- -----
Mark Woodhouse - - 5,048,537 5.1 5.5
------------ ----- ------------ ----- -----
Anna Mann - - 5,438,600 5.5 5.9
------------ ----- ------------ ----- -----
Warren Pearson - - 4,808,131 4.8 5.2
------------ ----- ------------ ----- -----
(1.) Assuming the Insight option holders exercise their rights
to receive the maximum entitlement to Consideration Shares
(2.) Assuming the Insight option holders allow their options
to lapse and therefore receive no Consideration Shares
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
None
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION
DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
(i) 31 March
(ii) With respect to Insight Capital Partners Limited, 30 September
2020 (audited interim information)
With respect to Catena Group plc, in accordance with AIM Rule
28, no historical financial information is provided in the
admission document
(iii) 30 September 2021 (audited financial information for
the year ending 31 March 2021)
31 December 2021 (unaudited interims for the six months ending
30 September 2021)
30 September 2022 (audited financial information for the year
ending 31 March 2022)
EXPECTED ADMISSION DATE:
10 May 2021
NAME AND ADDRESS OF NOMINATED ADVISER:
Zeus Capital Ltd
82 King Street
Manchester
M2 4WQ
10 Old Burlington Street
London
W1S 3AG
NAME AND ADDRESS OF BROKER:
Zeus Capital Ltd
10 Old Burlington Street
London
W1S 3AG
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE
(POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE
AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
A copy of the admission document containing full details about
Catena Group plc and Insight Capital Partners Limited and the
admission of Catena Group plc's securities will be available
on the Company's website www.catenagroup.co.uk
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO
APPLY
QCA Corporate Governance Code
DATE OF NOTIFICATION:
21 April 2021
NEW/ UPDATE:
New
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
PAAFLFFRSLIIFIL
(END) Dow Jones Newswires
April 21, 2021 03:00 ET (07:00 GMT)
Insig Ai (LSE:INSG)
Historical Stock Chart
From Jun 2024 to Jul 2024
Insig Ai (LSE:INSG)
Historical Stock Chart
From Jul 2023 to Jul 2024
