Tag Archives: cloisters capital

Following the recent announcements about the Company’s weak working capital position Catenae announces that it has issued 75,000,000 new ordinary shares in the Company by way of a subscription and conversion of existing liabilities in the Company.  The shares to be issued pursuant to the subscription and conversion will use the shareholder authorities granted at the general meeting held by the Company on 23 December 2019.

Subscription and conditional issue of warrants

The Company has raised £153,000 through the subscription (the “Subscription”) for 38,250,000 new ordinary shares (“Subscription Shares”) at a price of 0.4 pence per share (the “Subscription Price”).  The Subscription Shares are subject to a six-month lock-in expiring six months following their issue.  The Subscription Shares represent circa 35.7 per cent. of the enlarged share capital.

The Company has agreed, subject to shareholder approval at a forthcoming General Meeting of the Company, to issue each subscriber a warrant to subscribe for the same number of ordinary shares subscribed for in the Subscription (“Subscription Warrants”).  The Subscription Warrants are exercisable for a period of 2 years from issue at the Subscription Price. Subscription Warrants over 38,250,000 ordinary shares have been conditionally issued.

Guy Meyer, Interim CEO and a director of the Company, has subscribed for 2,000,000 (£8,000) shares in the Subscription and pursuant to the AIM Rules, is a related party transaction (the “Transaction”).  Independent Director, Kevin Everett, having consulted with the Company’s Nominated Adviser, believes that the terms of the Transaction are fair and reasonable insofar as shareholders are concerned.

Conversion and conditional issue of warrants

Certain of the Company’s creditors have agreed to convert their existing liabilities into ordinary shares (the “Conversion”).  Consequently the Company has issued 36,750,000 new ordinary shares at a price of 1.1p per share (the “Conversion Shares”) in order to settle aggregate liabilities of £404,250.  The Conversion Shares are subject to a six-month lock-in expiring 6 months following their issue.  The Conversion Shares represent circa 18.8 per cent. of the enlarged share capital.

The Conversion has the impact of strengthening the Company’s Balance Sheet and allows the Company to use its cash resources to fund current and potential trading opportunities.

The Company has conditionally agreed to grant warrants over 20,159,091 new ordinary shares to certain creditors in relation to the Conversion (“Conversion Warrants”).  The Conversion Warrants are exercisable for a period of 2 years from issue at the Subscription Price.  The issue of the Conversion Warrants is subject to shareholder authorities being granted at a forthcoming General Meeting of the Company.

Included in the Conversion detailed above is the issue of 1,158,3649 ordinary shares to Cloisters Capital LLP (“Cloisters” or “Cloisters’ Conversion”).  Cloisters is an entity controlled by John Farthing, Chief Financial Officer. Mr Farthing is not a director of the Company.  Mr Farthing is considered a PDMR (Person Discharging Management Responsibility).  The conversion is in relation to professional fees owed to Cloisters.  Further details of the issue are set out in a table at the end of this announcement.

The Cloisters’ Conversion is considered a related party transaction pursuant to the AIM Rules as Mr Farthing is a director of a joint venture of the Company.  The directors of the Company, having consulted with the Company’s nominated adviser, believe that the terms of the Cloisters’ Conversion are fair and reasonable insofar as shareholders are concerned.

Admission of Shares to Trading on AIM

Application has been made for the 75,000,000 new ordinary shares, constituting the Subscription Shares and the Conversion Shares, to be admitted to trading on AIM, which is expected to occur on or around 6 February 2020. The 75,000,000 new ordinary shares will rank pari passu with the existing ordinary shares.

Proposed Directorate Change

Brian William Thompson has subscribed for 25,000,000 new ordinary shares in the Subscription and, in addition, has been issued 5,681,818 Conversion Shares in relation to a creditor balance owed to him, which, when  aggregated with his existing holding in the Company, will represent circa 29.0 per cent of the enlarged issued share capital.

It is intended that, subject to the completion of normal regulatory due diligence, Mr Thompson will be appointed as a non-executive director of the Company.

Mr Thompson  is an entrepreneur and is the founder owner of Newcastle-based B.T.I.C.  Ltd, a successful business that has operated in the insurance industry since 1985. He is also a director of Third Eye Neurotech Ltd.

Further disclosure on Mr Thompson will be made in due course.

Working capital update

The Subscription and Conversion eases the Company’s immediate working capital position and provides the Company with funds to continue trading and meet its liabilities as they fall due in the short term.  The directors estimate that the Company will be likely to need to raise further funds by 31 March 2020. The Company will shortly convene a General Meeting seeking the requisite shareholder authorities to, inter alia, issue new shares.

The Company’s balance sheet has been further strengthened as a result of circa £130,000 payroll related liabilities having being waived.

The current directors have also reduced their remuneration to conserve the cash resources of the Company.

Following the Subscription, Conversion and waiver of payroll related liabilities as described above, the Company’s working capital position will still need to be carefully managed.

General Meeting

As stated above, the Company will be seeking the consent of shareholders at a General Meeting for, inter alia, renewed authorities for directors to be able to issue further shares and the grant of the Conversion Warrants.

Total voting rights

The Company’s total issued share capital prior to this announcement was 32,236,017 ordinary shares of 0.2p each.

Following the Subscription and Conversion described above the Company’s total issued share capital will comprise 107,236,017 ordinary shares.  The above figure may be used by shareholders as the denominator for 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 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).

Forward-Looking Statements

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company’s current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as ‘anticipates,’ ‘expects,’ ‘intends,’ ‘plans,’ ‘believes,’ ‘seeks,’ ‘estimates,’ and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company’s control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.